IMAGE  EVALUATION 
TEST  TARGET  (MT-3) 


y^o 


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1.0 


I.I 


1.25 


|50     "'^S 


—    6" 


1.8 


U    11.6 


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Photographic 

Sciences 
Corporation 


23  WEST  MAIN  STREET 

WEBSTER,  N.Y.  14580 

(716)  872-4503 


%^ 


^1, 


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CIHM/ICMH 

Microfiche 

Series. 


CIHM/ICMH 
Collection  de 
microfiches. 


Canadian  Institute  for  Historical  Microreproductions  /  Institut  Canadian  de  microreproductions  historiques 


Technical  and  Bibliographic  Notes/Notes  techniques  et  bibliographiques 


The 

to  tl 


The  Institute  has  attempted  to  obtain  the  brst 
original  copy  available  for  filming.  Features  of  this 
copy  which  may  be  bibliographically  unique, 
which  may  alter  any  of  the  images  in  the 
reproduction,  or  which  may  significantly  change 
the  usual  method  of  filming,  are  checked  below. 


D 


D 


n 


D 


E3 


Coloured  covers/ 
Couverture  de  couleur 


I      I    Covers  damaged/ 


Couverture  endommagie 


Cavers  restored  and/or  laminated/ 
Couverture  restaur^  et/ou  pelliculAe 


I      I    Cover  title  missing/ 


Le  titre  de  couverture  manque 

Coloured  maps/ 

Cartes  giographiques  en  couleur 


□    Coloured  ink  (i.e.  other  than  blue  or  black)/ 
Encre  de  couleur  (i.e.  autre  que  bleue  ou  noire) 

I      I    Coloured  plates  and/or  illustrations/ 


Planches  et/ou  illustrations  en  couleur 


Bound  with  other  material/ 
Relii  avec  d'autres  documents 


Tight  binding  may  cause  shadows  or  distortion 
along  interior  margin/ 

La  re  liure  serrie  peut  causer  de  i'ombre  ou  de  la 
distorsion  le  long  de  la  marge  intdrieure 

Blank  leaves  added  during  restoration  may 
appear  within  the  text.  Whenever  possible,  these 
have  been  omitted  from  filming/ 
II  se  peut  que  certaines  pages  blanches  ajouties 
lors  d'une  restauration  apparaissent  dans  le  te»te, 
mais,  torsque  cela  itait  possible,  ces  pages  n'ont 
pas  iti  film^es. 


L'Institut  a  microfilm^  le  meilleur  exemplaire 
qu'il  lui  a  tti  possible  de  se  procurer.  Les  details 
de  cet  exemplaire  qui  sont  peut-dtre  uniques  du 
point  de  vue  bibliographique,  qui  peuvent  modifier 
une  image  reproduite,  ou  qui  peuvent  exiger  une 
modification  dans  la  methods  normale  de  filmage 
sont  indiqu^s  ci-dessous. 


I      I    Coloured  pages/ 


Pa^es  de  couleur 

Pages  damaged/ 
Pages  endommagdes 

Pages  restored  and/oi 

Pages  restaur^es  et/ou  pelliculdes 

Pages  discoloured,  stained  or  foxe< 
Pagas  dicolories,  tachet^es  ou  picu^es 

Pages  detached/ 
Pages  ddtach^es 

Showthrough/ 
Transparence 

}f  prir 

nigale  de  ('impression 

supplementary  materii 
Comprend  du  materiel  supplementaire 

Only  edition  available/ 
Seule  Edition  disponible 


I — 1  Pages  damaged/ 

I      I  Pages  restored  and/or  laminated/ 

r~7|  Pages  discoloured,  stained  or  foxed/ 

r~7]  Pages  detached/ 

ryi  Showthrough/ 

□  Quality  of  print  varies/ 
Quality  inigale  de  I'i 

I      I  Includes  supplementary  material/ 

rn  Only  edition  available/ 


D 


Pages  wholly  or  partially  obscured  by  errata 
slips,  tissues,  etc.,  have  been  refilmed  to 
ensure  the  bet  t  possible  Image/ 
Les  pages  totalement  ou  partiellement 
obscurcies  par  un  feuillet  d'srrata,  une  pelure, 
etc..  ont  6t6  filmdes  i  nouveau  de  fa^on  it 
obtenir  la  meilleure  image  possible. 


The 
posi 
oft! 
film 


Oris 

beg 

the 

sior 

oth( 

first 

sion 

or  il 


The 
shal 
TINI 
whi( 

Map 
diffc 
entii 
begi 
righ 
requ 
metl 


Additional  comments:/ 
Commentaires  supplAmentaires: 


Wrinkled  pages  may  film  slightly  out  of  focus. 


This  item  is  filmed  at  the  reduction  ratio  checked  below/ 

Ce  document  est  film^  au  taux  de  reduction  indiquA  ci-dessous. 

10X  14X  '^TA  22X 


26X 


30X 


/ 


12X 


16X 


20X 


24X 


28X 


32X 


The  copy  filmed  here  has  been  reproduced  thanks 
to  the  generosity  of: 

IVIills  Memorial  Library 
McMaster  University 


L'exemplaire  film6  fut  reproduit  grAce  d  la 
g6n6rosit6  de: 

Mills  Memorial  Library 
McMaster  University 


The  images  appearing  here  are  the  best  quality 
possible  considering  the  condition  and  legibility 
of  the  original  copy  and  in  keeping  with  the 
filming  contract  specifications. 


Original  copies  in  printed  paper  covers  are  filmed 
beginning  with  the  front  cover  and  ending  on 
the  last  page  with  a  printed  or  illustrated  imprss- 
sion,  or  the  back  cover  when  appropriate.  All 
other  original  copies  are  filmed  beginning  on  the 
first  page  with  a  prirted  or  illustrated  impres- 
sion, and  ending  on  the  last  page  with  a  printed 
or  illustrated  impression. 


Les  images  suivantes  ont  6t6  reproduites  avec  le 
plus  grand  soin,  compte  tenu  de  la  condition  et 
de  la  nettetd  de  l'exemplaire  fiimd,  et  en 
conformity  avec  lee  conditions  du  contrat  de 
filmage. 

Les  exemplaires  originaux  dont  la  couverture  en 
papier  est  imprim6e  sont  filmis  en  commengant 
par  le  premier  plat  et  en  terminant  soit  par  la 
dernidre  page  qui  comporte  une  ampreinte 
d'impression  ou  d'illustration,  soit  par  le  second 
plat,  selon  le  cas.  Tous  les  autres  exemplaires 
originaux  sont  film6s  en  commenpant  par  la 
premidre  page  qui  comporte  une  empreinte 
d'impression  ou  d'illustration  et  en  terminant  par 
la  dernidre  page  qui  comporte  une  telle 
empt'einte. 


The  last  recorded  frame  on  each  microfiche 
shall  contain  the  symbol  ^^  (meaning  "CON- 
TINUED"), or  the  symbol  V  (meaning  "END"), 
whichever  applies. 


Un  des  symboies  suivants  apparaftra  sur  la 
dernidre  image  de  cheque  microfiche,  salon  le 
cas:  le  symbole  —^  signifie  "A  SUIVRE  ",  le 
symbole  V  signifie  "FIN". 


Maps,  plates,  charts,  etc.,  may  be  filmed  at 
different  reduction  ratios.  Those  too  large  to  be 
entirely  included  in  one  exposure  are  filmed 
beginning  in  the  upper  left  hand  corner,  left  to 
right  and  top  to  bottom,  as  many  frames  as 
required.  The  following  diagrams  illustrate  the 
method: 


Les  cartes,  planches,  tableaux,  etc.,  peuvent  dtre 
filmds  d  des  taux  de  reduction  diffirents. 
Lorsque  le  document  est  trop  grand  pour  dtre 
reproduit  en  un  seul  clich6,  il  est  film6  d  partir 
de  Tangle  sup6rieur  gauche,  de  gauche  d  droite, 
et  de  haut  en  bas,  en  prenant  le  nombre 
d'images  ndcessaire.  Les  diagrammes  suivants 
illustrent  la  mdthode. 


1  2  3 


1 

2 

3 

4 

5 

6 

Pmcmed  by  IHr  Samuel  F  flvery 

LIBRARY 

RAILROAD  Branch 

YOUNG  MENS  CHRISTIAN  ASSOCIATION 

361     MADISON    AVENUE 

NEW  YORK 


ir-.'vi 


CLASS- 


BOOK. 


ACCESSION. 


l^~^^     -t^    y/ 


S^i^ 


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L^',     (• 


--lamai 


mi-m^s^^^ 


'^> 


CHARTER  AND  BY-LAWS 


OF  THE 


Atlantic  &  8t.  Lawrence  Railroad 


COMPANY : 


/ 


L  E  ^   8  E 


TO   THE 


GRAND  TRUNK  RAILWAY  COMPANY 


OF    OANADA, 


AND   OTHER   DOCUMENTS 


«  ■«»  I 


PORTLAND; 
BEAUCE,  STAREIRD,  RICH  &  CO.,  PRINTERS. 

UK. 


?>lA/?«. 


<f  '•^/^ 


-'■  i. 


Mills  NKiTiorial  Library 

M^Master  University 


McMASTCf^  UNIVERSITY  U^WW 


T 


STATE    OF    MAIIfE. 


An  Act  to  establish  the  Atlantic  and  St.  Lawrence 
Railroad  Compant/. 


Be  it  enacted  by  the  Senate  and  House  of  Representatives,  in  Legisla- 
ture assembled — as  follows: 

SECTiGif  1.  William  P.  Preble,  Josiali  3.  Little,  John  Mussey,  John 
B.  Brown,  George  Turner,  John  Anderson,  St.  John  Smith,  Charlea 
Cobb,  John  Dow,  Abner  Shaw,  John  Neal,  Augustine  Haines,  Franklin 
Tinkham,  Charles  E.  Barrett,  Eliphalet  Case,  Thomas  Hammond,  Wil- 
liam E.  Greely,  William  Kimball,  Charles  Q.  Clapp,  James  L.  Farmer, 
Woodbury  Storer,  and  Eliphalet  Greely,  their  associates,  successors  and 
assigns,  are  hereby  made  and  constituted  a  body  politic  and  corporate  by 
the  name  of  the  Atlantic  and  St.  Lawrence  R.  ilroad  Company,  and  by 
that  name  may  sue  and  be  sued,  plead  and  be  impleaded,  and  shall  have 
and  enjoy  all  proper  remedies  at  law  and  in  equity  to  secure  and  protect 
them  in  the  exercise  and  use  of  the  rights  and  privileges  and  in  the  per- 
formance of  the  duties  hereinafter  granted  and  enjoined,  and  to  prevent 
all  invasion  thereof  or  interruption  in  exercising  and  performing  the 
same.  And  the  said  corporation  are  hereby  authorized  and  empowered 
to  locate,  construct,  aud  finally  complete,  alter  and  keep  in  r  "'  i  rail- 
road with  one  or  mo  jts  of  rails  or  tracks,  with  all  suitable  bridges, 
tunnels,  viaducts,  turnouts,  culverts,  drains,  and  all  other  necessary 
appendages,  from  some  point  or  place  in  the  city  of  Portland,  through  the 
counties  of  Cumberland  and  Oxford,  and  if  deemed  advisable,  through 
the  southwesterly  corner  of  Franklin  to  the  boundary  line  of  this  State, 
at  such  place  as  will  best  connect  with  a  railroad  to  be  constructed  from 
said  boundary  to  Montreal  in  Canada.     Said  railroad  to  be  located  and 


ifT'wmmmmm 


constructed  in  the  general  direction  of  Sherbrooke  and  Montreal,  on  such 
route  as  the  directors  of  said  corporation  in  the  exercise  of  their  best 
judgment  and  discretion  shall  judge  most  favorable  ami  best  calculated  to 
promote  the  public  convenience  and  carry  into  effect  the  intentions  and 
purposes  of  this  act.     And  said  corporation  shall  be  and  hereby  are 
invested  with  all  th".  powers,  privileges  and  immunities,  which  arc  or  may 
be  necessary  to  carry  into  effect  the  purposes  and  objects  of  this  act  as 
herein  set  forth.     And  for  this  purpose  said  corporation  shall  have  the 
right  to  purchase  or  to  take  and  hold  so  much  of  the  land  and  other  real 
estate  of  private  persons  and  corporations,  as  may  be   necessary  for  the 
location,  construction  and  convenient  operation  of  said  railroad ;   and 
they  shall  also  have  the  right  to  take,  remove  and  use  for  the  construc- 
tion and  repair  of  said  railroad  and  appurtenances,  any  earth,  gravel, 
stone,  timber,  or  other  materials,  on  or  from  the  land  so  taken.    Provided, 
hotoever,  that  said  land  so  taken  shall  not  exceed  six  rods  in  width,  except 
where  greater  width  is  necessary  for  the  purpose  of  excavation  or  em- 
bankment :   and,  provided,  also,  that  in  all  cases,  said  corporation  shall 
pay  for  such  land,  estate  or  materials  so  taken  and  used,  such  price  as 
they  and  the  owner  or  respective  owners  thereof  may  mutually  agree  on ; 
and  in  case  said  parties  shall  not  otherwise  agree,  then  said  corporation 
shall  pay  such  damages  as  shall  be  ascertained  and  determined  by  the 
county  commissioners  for  the  county  where  such  land  or  other  property 
may  be  situated,  in  the  same  manner  and  under  the  same  conditions  and 
lmiitati<ms,  as  are  by  law  provided  in  the  case  of  damages  by  the  laying 
out  of  highways.     And  the  land  so  taken  by  said  corporation  shall  be 
held  as  lands  taken  and  appropriated  for  public  highways.    And  no  ap- 
plication to  said  commissioners  to  estimate  said  damages  shall  be  sustained 
unless  made  within  three  years  from  the  time  of  taking  such  land  or  other 
property ;  and  in  case  such  railroad  shall  pass  through  any  wood-lands  or 
forests,  the  said  company  shall  have  the  right  to  fell  or  remove  any  trees 
standing  therein,  within  four  rods  from  such  road,  which  by  their  liabili- 
ty to  be  thrown  down  or  from  their  natural  falling,  might  obstruct  or  im- 
pair said  railroad,  by  paying  a  just  compensation  therefor,  to  be  recov- 
ered in  the  same  manner  as  is  provided  for  the  recovery  of  other  dama- 
ges in  this  act.    And  furthermore,  said  corporation  shall  have  all  the 
powers,  privileges  and  immunities,  and  be  subject  to  all  the  duties  and 
liabilities,  provided  and  prescribed  respecting  railroads  in  chaptei  eighty- 
one  of  the  Revised  Statutes,  not  inconsistent  with  the  express  provisions 
of  this  charter. 

Sec.  2.  When  said  corporation  shall  take  any  land  or  other  estate  as 
aforesaid,  of  any  infant,  person  non  compos  mentis,  or  feme  covert,  whose 
husband  is  under  guardianship,  the  guardian  of  such  infant,  or  person 
non  compos  mentis,  and  such  feme  covert,  with  the  guardian  of  her  hus- 
band, shall  have  full  power  and  authority  to  agree  and  settle  with  said 


corporation,  for  damages  or  claims  for  damages,  by  reason  of  taking  such 
land  and  estate  aforesaid,  and  give  good  and  valid  releases  and  discharccB 
therefor.  ** 

Sec.  3.    The  capital  stock  of  said  corporation  shall  consist  of  not  less 
than  ten  thousand  nor  more  than  thirty  thousand  shares ;  and  the  imme- 
diatc  government  and  direction  of  the  aflairs  of  said  corporation  shall  be 
vested  in  seven,  nine  or  thirteen  directors,  who  shall  be  chosen  by  the 
members  of  said  corporation,  in  the  manner  hereinafter  provided,  and' 
shall  hold  th-ir  offices  until  others  shall  have  been  duly  elected  and  qual- 
ified to  take  their  places,  a  majority  of  whom  shall  form  a  quorum  for  the 
transaction  of  business ;  and  they  shall  elect  one  of  their  number  to  be 
president  of  the  board,  who  shall  also  be  the  president  of  the  corporation  • 
and  shall  have  authority  to  choose  a  clerk  who  shall  be  sworn  to  the  faith- 
ful discharge  of  his  duty ;  and  a  treasurer,  who  shall  be  sworn  and  also 
give  bonds  to  the  corporation,  with   sureties  to  the  satisfaction  of  the 
directors,  in  a  sum  not  less  than  fifty  thousand  dollars  for  the  faithful  dis- 
charge of  his  trust.     And  for  the  purpose  of  receiving  subscriptions  to 
the  said  stock,  books  shall  be  opened  under  the  direction  of  the  persons 
named  in  the  first  section  of  this  act,  at  such  time  as  they  may  determine 
m  the  town  of  Augusta,  and  the  cities  of  Bangor  and  Portland  in  this 
state,  and  the  cities  of  Salem  and  Boston  in  Massachusetts,  and  elsewhere 
as  they  shall  appoint,  to  remain  open  for  ten  successive  days,  of  which 
time  and  place  of  subscription  public  notice  shall  be  given  in  some  news- 
paper printed  in  Portland,  Augusta,  and  Boston,  twenty  days  at  least 
pievious  to  the  opening  of  such  subscription  ;   and  in  case  the  amount 
subscribed  sha  ;  exceed  thirty  thousand  shares,  the  same  shall  be  distrib- 
uted among  all  the  subscribers,  according  to  such  regulations  as  the  per- 
sons having  charge  of  the  opening  of  the  subscription  books  shall  pr^- 
scnbe  before  the  opening  of  said  books.    And  any  seven  of  the  persons 
named  m  the  first  section  in  this  act,  are  hereby  authorized  to  call  the 
first  meetmg  of  said  corporation,  by  giving  notice  in  one  or  more  news- 
papers published  in  the  town  and  cities  last  above  named,  of  the  time  and 
place,  and  the  purposes  of  such  meeting,  at  least  twenty  days  before  the 
time  mentioned  in  such  notice. 

Sec.  4.  Said  corporation  shall  have  power  to  make,  ordain  and  estab- 
lish all  necessary  by-laws  and  regulations,  consistent  with  the  constitution 
and  the  laws  of  this  state,  for  their  own  government,  and  for  the  due  and 
orderly  conducting  of  their  affairs,  and  the  management  of  their  nron- 
erty.  ^    ^ 

Sec.  5.    The  president  and  directors  for  the  time  being,  are  hereby 
authorized  and  empowered,  by  themselves  or  their  agents,  to  exercise  all 
the  powers  herein  granted  to  the  corporation,  for  the  purpose  of  locating 
constructing  and  completing  said  railroad,  and  for  the   transportation  of 
persons,  goods  and  property  of  all  descriptions,  and  all  such  power  and 


6 

authority  for  the  mana;?emont  of  tho  afTiIr,  .r  ,^ 

necessary  and  proper  to  carry  nto  '2    m      T-  '''^''*'^''°"  ''  °>«>'  ^^ 
purchase  an.I  hold  within  or  wi  h   .t  th    ^    ^1'  ''  ''''  ^''^' '   ^ 
and  cars,  and  other  necessary  Zl     n  th        '         '  '""'""''^'^'  «"^-"«-. 
the  use  of  .id  road,  and  J  ttt^ ^^^^^        ''^  -^P-^'on  for 
property  of  all  descriptions;  to  ma'cc  such  on    7     ""^  i'''""^'^  i^oods  and 
•    time,  on  all  the  share    in  said  co  nornr    ^  '1  '''''''"''"*^  ^'•«"'  ^iuio  to 
and  necessary  in  the  oxecu:i::;rd7:X^^^^^        'T  '^'''''^' 
the  same  to  be  paid  to  the  treasurer  of  .1      "  ^'  ''*'''^'  ^"''  ^'"'C^t 

urer  shall  give  n'otice  of  all  Xe^^^^^^^^^  And  the  treas- 

or  stockholder  shall  r.e-^lect  to  mv7Z.  '"  '^''  '''">'  subscriber 

•for  the  space  of  thirty"  dly  aS  so^h  "7"'^  •"  ''^  '^'^^^^  "^^  ^^'-- 
scribed  by  the  by-la  J  of  said  corpm  tij  tT  'r'"'"  ''  ^''^^"  '^^  P^" 
treasurer  to  sell  such  share  or  shar  f  '  tubllo     t"'°"  '"'^^  "■^'^''  ^^^ 
notice  as  may  be  prescribed  as2ll^1^T]   T'  ''''"'^'''^S  such 
same  shall  be  transferred  to  tl^pur  W.'       T    f'''  ^'^^^^^'  '"^"^  ^he 
ber  or  stockholder  shall  be  heU^"t        ,        ""'f'  ^^""^"ent  subscri- 
balance,  if  his  share  or  ^1:^^^^:^  Z'''''''  '''  ''' 
thereon,  with  the  interest  and  costs  of  s.lo    n    ,    ,   ,^   assessments  due 
overplus  if  his  share  or  shares  In  Si         '^'"  ^^  ^"^'^'^^  *«  ^he 
due,wxth  interest  and  costs  ofsa  ,"  "T  ^'^^'^  *'- —nent* 

ments  shall  be  laid  upon  any  htesir     ,'"""'''  ^'^^^  "'^  «-««- 
amount  in  the  .hole  thL  ::^:a  doC'  "^^°^^^^°«  ''  ^  ^^^er 

o^^X^^r^::^^,-^:^^^^^^  ^^  tl.  so.  bene«t 

which  may  be  couveyid  or  J^Z^]     t  ^'"'^^"'^^  "^  «"  clescriptions, 

rates  as  may  be  agreed  ^.^^Jl^^'^'^^  ^^^  --^ '-^t  such 

directors  of  said  corporatioL     Tho  Tr^t^t-'""'  T  ''  ''''''  ""^  *^'« 

erty-the  construction  of  whectl  iTrn    f"  '"^  ^'^"'"^  ''^"'^  P^P" 

weights  of  loads,  and  all  otl^  altte     and  H       "• "  "j'  ""™^«^  -  «'« 

shall  be  in  conformity  with  su  h  rl    rl^T  '"  ''^'''''''  '"^  ^^'^  ^««^^ 

directors  may  from  tiL  to  tin:p.;::r  S:^^^^^^^      ^^^  ^  ^^^e 

panics.  ;oi^:.^'r2rtti^^^^^ 

port  all  persons,  goods  and  ^X  o7.in       •''•"  ""^^^  "^'^  *-- 
carried  and  transported  to  the  n  road  1?    'i^f  "'^P^^«"«'  ^'"'^^^  may  be 
railroads  as  may  be  here^ft  r  a"S  ^^^^^^^  ''"''''''''''  -  «-^  other 
the  same  rates  of  toll  and  frei^raar,!        'T''^'^^  therewith,  at 
lion,  so  that  the  rates  of  fr Xh    an/ toil  on  Tf     ''  '^  "^'  ^^^'P^^ 
other  property  as  may  be  received  iVof    I  7    P'-^^^^ngers,  goods  and 
with  said  railroad  aLal     a^  slt^    T        '^'"^^'°'''^' ^'^  ^^"'^'^^t^ ^ 
freight  and  toll  on  said   aiW;eS         .'"T'^  '^"  ^""'^^''''  ^^^es  of 
of  the  deposits  of  said  c'^^  i  n  "  ^^^'^^ -^  P--gers  at  any 


Sec.  8.  If  tlio  said  railroad  ia  tho  courso  thereof  shall  cross  any 
piivato  way,  tho  said  corporation  shall  so  construct  said  railroad  as  not  to 
obstruct  the  safe  and  convenient  use  of  such  private  way ;  and  if  tho 
said  railroad  shall  in  tho  courso  thereof,  cross  any  canal,  turnpike,  rail- 
road, or  other  highway,  the  said  railroad  shall  bo  so  constructed  as  not  to 
obstnict  the  safe  and  convenient  use  of  such  canal,  turnpike  or  other 
highAvay ;  and  tho  said  corporation  shall  have  power  to  raise  or  lower 
such  turnpike,  highway  or  private  way,  so  that  the  said  railroad,  if 
necessary,  may  conveniently  pass  under  or  over  tho  same,  and  erect  such 
gate  or  gates  thereon,  ^.s  may  be  necessary  for  tho  safety  of  travellers  on 
said  turnpike,  railroad,  highway  or  private  way. 

Sec.  9.  Said  railroad  corporation  shall  constantly  maintain  in  good 
repair  all  bridges  with  their  abutmentn  and  embankments  which  they  may 
construct  for  the  purpose  of  conducting  their  railroad  over  any  canal, 
turnpike,  highway  or  private  Avay,  or  for  conducting  such  private  way  or 
turnpike  over  said  railroad. 

Sec.  10.  If  said  railroad  shall  in  the  course  thereof,  cross  any  tide 
waters,  navigable  rivers  or  streams,  the  said  corporation  are  hereby 
authorized  and  empowered  to  erect  for  tho  solo  and  exclusive  travel  on 
their  said  railroad,  a  bridge  across  each  of  said  rivers  or  streams,  or  across 
any  such  tide  waters :  provided,  said  bridge  or  bridges  shall  be  so  con- 
structed as  not  unnecessarily  to  obstruct  or  impede  the  navigation  of 
said  waters. 

Sec.  11.    Said  railroad  corporation  shall  erect  and  maintain  substan- 
tial, legal  and  sufficient  fences  on  each  side  of  the  land  taken  by  them 
for  their  railroad,  where  the  same  passes  through  enclosed  or  improved 
Jands,  or  lands  that  may  hereafter  be  improved ;  and  for  neglect  or  fail- 
j[ure  to  erect  and  maintain  such  fence,  said  corporation  shall  be  liable  to 
be  indicted  in  the  district  court  for  the  county  where  such  fence  shall  bo 
f  insufficient,  and  to  be  fined  in  such  sum  as  shall  be  adjudged  necessary 
to  repair  the  same ;  and  such  fine  shall  be  expended  for  the  erection  or 
repair  of  said  fence  under  the  direction  of  an  agent  appomted  by  said 
court,  as  in  case  of  fines  imposed  upon  towns  for  deficiency  of  high- 
ways. 

Sec.  12.  The  said  corporation  shall  at  all  times,  when  the  Postmaster 
General  shall  require  it,  be  holdcn  to  transport  the  mail  of  the  United 
States  from  and  to  such  place  or  places  on  said  road  as  required,  for  a 
fair  and  reasonable  compensation.  And  in  case  the  corporation  and  the 
Postmaster  General  shall  be  unable  to  agree  upon  the  compensation 
aforesaid,  the  legislature  of  the  state  shall  determine  the  same.  And 
said  corporation  after  they  shall  commence  tho  receiving  of  tolls  shall  be 
bound  at  all  times  to  have  said  railroad  in  good  repair,  and  a  sufficient 
number  of  suitable  engines,  carriages  and  veliicles  for  the  transportation 
of  persons  and  articles,  and  be  obliged  to  receive  at  all  proper  times  and 


8 

places,  and  convey  the  same  when  tho  appropriate  tolls  tlievefor  ehall  bo 
paid  and  tendered,  aid  a  lien  is  hereby  created  on  all  articles  transported 
for  said  tolls.  And  the  snid  corporation,  fulfdling  on  its  part  all  and 
Bin<'nlar  tho  several  obligations  and  duties  by  this  section  impoHcd  and 
enjoined  upon  it,  shall  not  bo  held  or  bound  to  allow  any  engine,  locomo- 
tive cars,  carriages  or  other  vehicle  for  tho  transportation  of  persons  or 
merchandize  to  pass  over  said  railroad  other  than  its  own,  furnished  and 
provided  for  that  purpose  as  herein  enjoined  and  required.  Provided, 
however,  that  said  corporation  shall  be  under  obligations  to  transport  over 
said  road,  in  connection  with  their  own  trains,  tho  passenger  and  other 
cars  of  any  other  incorporated  company  that  may  hereafter  construct  a 
railroad  connecting  with  that  hereby  authorized,  on  the  easterly  side 
thereof;  such  other  company  being  subject  to  all  the  provisions  of  tho 
sixth  and  seventh  sections  of  this  act  as  to  rates  of  toll,  and  all  other 
particulars  enumerated  in  said  sections. 

Sec.  13.    If  any  person  shall  wilfully  and  maliciously  or  wantonly  and 
contrary  to  law  obstruct  tho  passage  of  any  carriage  on  said  railroad  or 
in  any  way  spoil,  injure  or  destroy  said  railroad,  or  any  part  thereof,  or 
anything  belonging  thereto,  or  any  material  or  implements  to  be  employed 
in  the  c'onstruction  or  for  tho  Mse  c"  said  road,  he,  she,  or  they,  or  any 
person  or  persons,  assisting,  aiding,  or  abetting  such  trespass,  shall  forfeit 
and  pay  to  said  corporation  for  every  such  offence,  treble  such  damages 
as  shall  be  proved  before  the  justice,  court  or  jury,  before  whom  tho  trial 
shall  bo  had,  to  be  sued  for  before  any  justice  or  in  any  court  proper  to 
try  the  same,  by  the  treasurer  of  the  corporation,  or  other  officer,  whom 
they  may  direct,  to  the  use  of  said  corporation.     And  such  oflender  or 
offenders  shall  be  liable  to  indictment  by  the  grand  jury  of  the  county, 
within  which  trespass  shall  havo  been  committed,  for  any  offence  or 
offences,  contrary  to  the  above  provisions ;  and  upon  conviction  thereof 
before  any  court  competent  to  try  the  same,  shall  pay  a  fine  not  exceed- 
ing five  hundred  dollars,  to  the  use  of  the  State,  or  may  be  imprisoned 
for  a  term  not  exceeding  five  years,  at  tho  discretion  of  the  court  before 
■whom  such  conviction  may  be  had. 

Sec.  14.  Said  corporation  shall  bo  and  hereby  is  invested  with  power 
and  authority  to  continue  and  prolong  said  railroad  beyond  the  line  of 
this  state  to  the  boundary  of  Canada,  and  to  purchase,  take  and  hold 
lands,  or  the  right  of  way  over  lands  for  the  purpose  of  constructing  said 
railroad  in  continuation  without  the  limits  of  this  state,  on  and  over  said 
lands  to  the  said  boundary  of  Canada.  Provided,  the  same  can  be  done 
consistently  with  the  laws  and  regulations  of  the  state  or  states  in  which 
auch  lands  lie,  and  through  and  over  the  territory  of  which  such  railroad 
in  continuation  would  pass. 

Sec.  15.  Said  corporation  shall  keep  in  a  book  for  that  purpose  a 
regular  account  of  all  their  disbursements,  expenditures  and  receipts, 


T 


9 

and  the  books  of  said  corporation  shall  at  all  times  be  open  to  the 
inspection  of  the  governor  and  council,  and  of  any  coniniittco  duly 
authorized  by  the  Icgislattirc  ;  and  at  the  expiration  of  every  year,  tho 
treasurer  of  siiid  corporation  shall  make  an  exhibit  under  oath  to  tho 
kgislaturc,  of  tho  net  profits  derived  from  the  income  of  said  milroud. 

Skc.  16.     All  real  estate  purchased  by  naid  corporation  for  the  use  of 
the  same  under  tho  fifth  section  of  this  act  shall  be  taxable  to  said  corpo- 
ration by  the  several  towns,  cities  and  plantations  in  which  said  lands  lie, 
in  tho  same  manner  as  lands  owned  by  private  persons,  and  shall  in  tho 
valuation  list  be  estimated  the  samo  as  other  real  estate  of  tho  same 
quality  in  such  town,  city  or  plantation  and  not  otherwise,  and  the  sharea 
owned  by  the  respective  stockholders  shall  be  deemed  personal  estate 
and  be  taxable  as  such  to  tho  owners  thereof,  in  the  places  where  they 
reside  and  have  their  homo.     And  whenever  tho  net  income  of  said 
corporation  shall  have  amounted  to  ton  per  centum  per  annum  upon  the 
cost  of  the  road  and  its  appendages  and  incidental  expenses,  the  direct- 
ors shall  make  a  special  report  of  the  fact  to  tho  legislature  ;  from  and 
after  which  time  ono  moiety  or  such  other  portion  as  tho  legislature  may 
from  time  to  time  determine,  of  the  net  income  from  said  railroad  accru- 
ing thereafter  over  and  above  ten  per  centum  per  aimum  first  to  be  paid 
toUio  stockholders  shall  annually  be  paid  over  by  tho  treasurer  of  said 
corporation,  as  a  tax,  into  the  treasury  of  tho  state,  for  the  use  of  the 
state.     And   tho  state  may  have  and  maintain  an  action  against  said 
corporation  therefor  to  recover  the  same.    But  no  other  tax  than  herein 
is  provided  shall  ever  be  levied  or  assessed  on  said  corporation  or  any  of 
their  privileges  or  franchises. 

Sec.  1 7.  The  annual  meeting  of  the  members  of  said  corporation 
shall  be  holden  on  the  second  Monday  in  June,  or  such  other  day  as  shall 
be  determined  by  the  by-laws,  at  such  time  and  place  as  the  directors  for 
the  time  being  shall  appoint,  at  which  meeting,  the  directors  shall  be 
chosen  by  ballot,  each  proprietor  by  himself  or  proxy,  being  entitled  to 
as  many  votes  as  ho  holds  shares,  and  the  directors  are  hereby  authorized 
to  call  special  meetings  of  the  stockholders  whenever  they  shall  deem  it 
expedient  and  proper,  giving  such  notice  as  the  corporation  ly  their  by- 
laws shall  direct. 

Skc.  18.  Tho  legislature  shall  at  all  times  have  the  right  to  inquire 
into  the  doings  of  the  corporation  and  into  the  manner  in  which  the 
privileges  and  franchises  herein  and  hereby  granted  may  have  been  used 
ar  "  employed  by  said  corporation,  and  to  correct  and  prevent  all  abuses 
of  the  same,  and  to  pass  any  laws  imposing  fines  and  penalties  upon  said 
corporation,  which  may  be  necessa.y,  more  effectually  to  compel  a  com- 
pliance with  the  provisions,  liabilities  and  duties,  hereinbefore  set  forth 
and  enjoined,  but  not  to  impose  any  other  of  further  duties,  liabilities  or 
obligations.     And  this  charter  shall  not  be  revoked,  annulled,  altered, 


10 

limited  or  restrained  without  the  consent  ol  the  corporation,  except  by 
due  process  of  law. 

Sec.  19.  If  the  said  corporation  shall  not  have  been  organized,  aud 
the  location  according  to  actual  survey  of  the  route  Tiled  with  the  county 
commissioners  of  the  counties  through  which  the  same  stall  pass,  on  or 
before  the  thirty-first  day  of  December,  in  the  year  of  our  Lord,  one 
thousand  cifrht  hundred  and  fifty,  or  if  the  said  corporation  shall  fail  to 
complete  said  railroad  on  or  before  the  thirty-first  day  of  December,  in 
the  year  of  our  Lord,  one  thousand  eight  hundred  and  sixty,  in  either  of 
the  above  mentioned  cases,  this  act  shall  be  null  and  void. 

February  10, 1845.    Approved, 

HUGH  J.  ANDERSON. 


BY-LAWS 

OF   THE 

ATLANTIC   AND   ST.   LAWRENCE   EAILROAD 
COMPANY, 

ADOPTED  AlsD  ORDAINED  BY  THE  STOCKHOLDERS, 
Sept.  25, 1845. 


Meetings  — How  Called, 
lat.  All  meetings  of  the  Stockholders  shall  be  held  at  Portland,  and 
shall  be  called  by  a  notification,  published  two  '.veeks  successively  m 
two,  at  least,  of  the  public  newspapers  printed  in  that  city,  the  first  pub- 
lication to  be  fourteen  days  at  least  before  the  day  of  such  meeting. 
Said  notification  shall  specify  the  time  and  place  of  meeting,  and  the 
objects  for  which  the  meeting  is  called,  and  shall  be  signed  by  the  presi- 
dent or  clerk  of  the  corporation.  No  other  business  shall  be  transacted 
at  any  meeting  of  the  stockholders,  but  such  as  relate  to  the  objects 
specified  in  the  notification. 

Meetings— Business  at. 
2d.  No  business  shall  be  transacted,  or  votes  passed  by  any  meeting 
of  the  stockholders,  excepting  a  vote  to  adjourn  to  some  future  time, 
unless  there  be  present  in  person,  or  by  proxy,  not  less  than  thirty  stock- 
holders, holding  and  representing  not  less  than  three  thousand  shares  in 
the  capital  stock.  Authority  to  act  as  proxy  at  any  meeting  must  be  in 
writin<T  and  signed  by  the  principal.  It  must  be  produced  to  the  presi- 
dinnf  officer  at  the  meeting,  who  shall  deliver  the  same  over  to  the  clerk, 
to  be  put  and  remain  on  file  in  his  office. 

Meetings— how  Ordered. 

3d.  The  time  and  place  of  all  meetings  of  the  stockholders,  excepting 
the  time  of  the  annual,  shall  bo  determined  by  the  directors.  The  annu- 
al meeting  shall  be  held  on  the  first  Tuesday  of  August,  at  ten  of  the 


b.«...-^t,:^^-^^,,   -.  .-^,.:..„..«^>  .■■«»..-■ - 


--/r!-Ay^--.....    ,*■... >^,... 


12 

clock  in  the  forenoon.  Special  meetings  may  be  ordered  by  the  direct- 
ors when  they  deem  it  expe  Jient.  It  shall  also  be  the  duty  of  the  direc- 
tors to  order  a  special  meeting,  whenever  requested  on  the  written  appli- 
cation of  not  less  than  twenty  stockholders,  owning  not  less  than  one 
thousand  shares. 

Manner  of  Voting. 

4th.  Questions  coming  before  the  stockholders  at  any  of  their  meet- 
ings, may,  by  common  consent,  be  decided  by  hand  vote.  If  any  stock- 
holder dissent  from  adopting  that  mode,  the  question  shall  be  resolved  by 
yeas  and  noes,  by  ballot,  voting  by  shares.  In  all  cases  of  voting  by 
shares,  the  ballot  shall  have  written  on  the  back  thereof,  the  number  of 
shares  which  the  person  voting,  owns  or  represents,  authenticated  by  tho 
signature  of  the  person  throwing  the  ballot;  and  in  case  the  voter  ac^is  as 
proxy,  he  shall  subjoin  to  his  signature,  that  fact  and  the  name  of  his 
principal.  No  ballot,  unless  so  authenticated,  shall  be  counted. 
Directors— Their  number  and  Qualifications. 

5th.  The  Board  of  Directors  shall  consist  of  [thirteen].  By  vote  of 
the  stockholders,  August  7th,  1855,  reduced  to  nme)  members,  of  whom 
not  less  than  a  majority  of  the  whole  number  shall  always  be  resident  citi- 
zens of  Maine — and  each  member  of  the  board  must  be,  at  the  time  of 
his  election,  a  shareholder  in  the  capital  stock  of  the  company.  When- 
ever any  director,  having  been  a  resident  citizen  of  Maine  at  the  time  of 
his  election,  shall  remove  out  of  the  state,  and  when  any  director  shall 
cease  to  be  a  shareholder,  his  office  shall  thereby  become  vacant.  When- 
ever any  vacancy  shall  happen  in  the  board  of  directors,  it  shall  be  filled 
by  a  new  election,  and  a  special  meeting  of  the  stockholders  shall  be  call- 
ed for  that  purpose. 

Clerk  and  his  Duties. 

6th.  The  clerk  chosen  by  the  board  of  directors,  may  be  sworn  be- 
fore any  Justice  of  the  Peace  or  Judge  of  a  Court  of  Record,  and  his 
oath  of  office  shall  be  entered  as  of  record  on  the  records  of  the  direc- 
tors, and  be  signed  by  the  Justice  or  Judge  administering  the  same.  He 
shall,  ex-officio,  be  clerk  ot  the  stockholders.  F"  shall  keep  a  fair  record 
of  all  the  doings  of  all  the  stockholders,  at  their  meetings,  in  a  separate 
book  kept  for  that  purpose.  Ha  shall  also  keep,  in  a  separate  book,  a 
record  of  the  doings  of  the  directors,  at  anv  of  their  meetings,  particular- 
ly stating  the  names  of  the  directors  present  at  any  such  meeting.  The 
tenure  of  office  of  the  clerk  shall  be  during  the  pleasure  of  the  directors. 
In  his  absence,  th«  directors  shall  choose  a  clerk  pro  tempore,  who  shall 
be  sworn  in  like  manner  as  the  clerk,  and  perform  his  duties  during  such 
absence. 

Powers  and  Duties  of  Directors. 

7th.  The  directors  may  establish  rules  for  the  proper  regulation  of 
their  own  proceedings  and  the  orderly  performance  of  their  duties. — 


y  the  direct- 
or the  direc- 
irritten  appli- 
ess  than  one 


f  their  meet- 
If  any  stock- 
;  resolved  by 
Df  voting  by 
le  number  of 
icated  by  the 
voter  aCiis  as 
name  of  hia 
ted. 

tns. 

By  vote  of 
3rs,  of  whom 
J  resident  citi- 
it  the  time  of 
iny.  When- 
it  the  time  of 
lire  c  tor  shall 
ant.  When- 
shall  be  filled 
shall  be  call- 


)e  sworn  be- 
3ord,  and  hia 
of  the  direc- 
le  same.  He 
)  a  fair  record 
n  a  separate 
irate  book,  a 
;s,  particular- 
eeting.  The 
the  directors. 
)re,  who  shall 
s  during  such 


regulation  of 
eir  duties. — 


13 

They  shall  fix  and  determine  the  compensation  of  their  officers  and  agenta. 
They  may  erect  such  buildings,  store-houses,  wharves  and  work  shops, 
as  they  may  deem  advantageous  and  for  the  interests  of  the  company.— 
Thoy  may  sell  and  dispose  of  any  real  estate  or  personal  property  belong- 
ing to  the  company,  whenever,  in  their  opinion,  the  interests  of  the  com- 
pany would  be  best  promoted  thereby.  They  shall  have  authority  to 
lease  any  real  estate  belonging  to  the  company,  on  such  terms  as  they 
may  judge  best.  They  may  authorize  the  treasurer  tc  hire  such  sums  of 
money,  on  the  credit  and  for  the  use  of  the  company,  as  they  may  deem 
necessary  to  carry  out  the  intentions  and  objects  of  the  charter,  and 
may  give  such  security  for  the  payment  thereof,  as  they  may  deem  rea- 
sonable. They  shall  have  power  to  dispose  of  the  residue  of  the  capital 
stock  authorized  by  the  charter,  and  not  subscribed  for  at  the  time  of 
the  organization,  in  such  manner,  at  such  times,  and  from  time  to  time, 
as  they  shall  judge  most  for  the  interest  of  the  company.  They  shall  de- 
clare all  dividends,  allow  accounts,  adjust  and  settle  all  just  and  equita- 
ble claims  upon  the  corporation,  superintend  the  conduct  and  doings  of 
the  difi"erent  officers  and  agents  appointed  or  employed  by  them,  and 
take  all  necessary  measures  to  carry  into  effect  the  objects  and  purpose* 
of  the  company,  as  defined  and  prescribed  by  their  charter. 

Treasurer  and  his  Duties. 

8th.  The  treasurer  chosen  by  the  directors,  shall  hold  his  office  dur- 
ing their  pleasure.  He  shall  be  sworn  to  the  faithful  discharge  of  the  du- 
ties of  his  office,  before  some  Justice  of  the  Peace,  or  Judge  of  a  Court  of 
Record.  He  shall  have  an  office  in  such  place  as  the  directors  shall  de- 
termine, accessible  to  all  persons  having  business  with  the  corporation  or 
any  of  its  officers  or  agents.  He  shall  keep  all  deeds,  promissory  notes 
and  valuable  papers  of  the  company.  He  shall  collect  and  receive  all  as- 
sessments, income  and  moneys  that  may  be  due  to  the  company,  and  dis- 
burse the  same  as  the  board  of  directors  shall  order.  He  shall  surrender 
notes  and  other  promissory  papers,  on  payment  thereof,  and  discharge 
such  mortgages  as  may  have  been  given  concerning  the  same.  He  shall 
keep  a  regular  set  of  books,  containing  the  accounts  of  the  company  and 
of  all  funds  that  may  pass  through  his  hands.  He  shall  lay  before  the  di- 
rectors, a  written  statement  of  all  notes,  drafts,  promises  and  contracts 
made,  signed,  endorsed  or  surrendered  by  him — an  abstract  of  all  mon- 
eys received  and  paid— a  statement  of  all  property  bought  and  sold,  and 
Buch  other  matters  as  he  or  the  board  of  directors  may  deem  important, 
when  called  for.  He  shall  make  a  complete  settlement  of  the  accounts 
and  books,  at  least  annually,  and  much  oftener  as  the  board  of  directors 
shall  require,  and  shall  advise  what  dividends  of  profits  may  be  made.— 
He  shall  render  an  account  of  his  doings,  to  the  stockholders,  at  their  an- 
nual meetings.    He  shall  notify  the  stockholders  of  all  assessments,  in  the 


-i*, 


14 

manner  prescribed  by  the  By-Laws.  He  shall  deposit  to  his  credit  as 
treasurer  of  the  Atlantic  and  St.  Lawrence  Rail  Road  Company,  and  in 
8uch  bank  or  banks,  as  the  directors  may  from  time  to  time,  designate, 
all  moneys  received  by  him.  He  shall  issue  certificates  of  stock  to  all 
persons  entitled  thereto,  and  keep  suitable  books  showing  the  number  of 
shares  held  by  the  respective  stockholders,  from  tinie  to  time.  He  shall 
attend  faithfully  to  the  duties  prescribed  in  the  By-Laws,  and  to  all  other 
duties  which  the  directors  may  require  him  to  perform. 

Promissory  Notes— How  Given. 
9th.    Every  promissory  note  made  in  behalf  ot  the  company,  shall  be 
signed  by  the  treasurer,  and  tor  any  larger  sum  than  one  thousand  dol- 
lars, shall  be  approved  in  writing  by  two  or  more  of  the  directors  ;  and 
every  such  note  shall  be  sufficient  and  valid  against  the  company. 

Common  SeaL 
lOth.    The  company  shall  have  a  common  seal,  to  be  preserved  and 
kept  by  the  treasurer,  bearing  the  words  and  figures,     "Atlantic  and  St. 
Lawrence  Rail  Road  Company.    Incorporated,  February  10,  1845;"— 
and  in  the  centre,  two  hands  joined. 

Certificates  of  Stock. 

llth,  The  holders  of  shares  in  said  capital  stock  shall  be  entitled  to 
certificates  thereof,  to  be  signed  by  the  president,  countersigned  by  the 
treasurer  and  authenticated  by  the  common  seal ;  and  all  certificates  of 
shares  in  said  stock  shall  be  in  the  followina  fcrm,  viz: 

Atlantic  and  St.  Lawrence  Rail  Road  Co.,  No. 

Be  it  known,  That  proprietor  of  shares 

in  the  capital  stock  of  the  Atlantic  and  St.  Lawrence  Rail  Road  Com- 
pany, subject  to  all  assessments  thereon,  and  to  the  provisions  of  the  char- 
ter and  the  by-laws  of  the  corporation,  the  same  being  transferable  by  an 
assignment  thereof  in  the  books  of  said  corporation,  or  by  a  conveyance 
in  writing  recorded  in  said  books.  And  when  a  transfer  shall  be  made  or 
recorded  in  the  books  of  the  corporation  and  this  certificate  surrendered 
a  new  certificate  or  certificates,  will  be  issued. 

Dated  this  day  of  A.  D.  184- 

[^'  ^O  President. 

Treasurer. 

Transfer  of  Stock. 

12th.  The  following  form  for  the  transfer  of  shares  in  the  capital  stock, 
shall  be  printed  on  the  back  of  every  stock  certificate;  which  form  shall 
also  be  adopted  for  the  transfer  books  of  said  company,  viz: 

Shares. 

Atlantic  and  St.  Lawrence  Rail  Road  Company. 


his  credit  as 
pany,  and  in 
ae,  designate, 
E"  stock  to  all 
lie  number  of 
le.  He  shall 
id  to  all  other 


any,  shall  be 
thousand  dol- 
irectors ;  and 
ipany. 

reserved  and 
lantic  and  St. 
10,  1845  ;"— 


e  entitled  to 
gned  by  the 
certificates  of 


;tor  of  shares 
.  Road  Com- 
s  of  the  char- 
terable  by  an 

I  conveyance 

II  be  made  or 
surrendered 


capital  stock, 
h  form  shall 


16 

For  value  received  hereby  transfer  to  of 

shares  of  the  capital  stock  of  the  Atlantic  and  St. 
Lawrence  Rail  Road  Company,  subject  to  all  assesments  and  to  the  pro- 
visions of  the  charter  and  the  by-laws  of  the  corporation. 
Dated  at  this  day  of  1  Si- 

Witness 

All  transfers  of  shares  shall  be  recorded,  either  by  the  treasurer,  in 
books  to  keep  in  his  office,  or  by  an  officer  duly  authorized  by  the  di- 
rectors, in  books  to  be  kept  at  such  other  place  as  they  may  appoint.— 
On  the  receipt  of  such  transfer  or  assignment,  and  of  the  original  certifi- 
cate, a  new  certificate  or  certificates  shall  be  issued  to  the  person  or  per- 
sons, who,  by  virtue  of  such  assignment,  shall  become  the  proprietor  of 
shares;  and  receipts  shall  be  given  to  the  treasurer,  of  all  stock  certificates 
received  of  him. 

Assessments  on  Shares. 
13.    (Applicable  only  to  the  original  subscribed  stock,  and  now  obso- 
lete. 

Deeds,  &e.— How  Executed. 

14th.  All  deeds,  conveyances  and  mortgages,  which  shall  be  made  in 
fee  simple,  or  for  any  other  or  less  estate,  except  said  rail-road,  and  all 
leases  of  any  real  estate  owned  by  said  company,  executed  and  acknowl- 
edged by  the  president,  countersigned  by  the  treasurer  and  authenticat- 
ed by  the  seal  of  said  company,  are  hereby  declared  to  be  the  acts  and 
deeds  of  said  company,  and  shall  be  valid  and  elTectual  as  such,  to  all 
intents  and  purposes. 

By-Laws— How  Amended. 
15th.    These  By-Laws  shall  not  be  altered,  restrained  or  repealed,  ex- 
cept at  the  annual  meeting,  nor  at  any  time,  unless  a  majority  of  all  the 
stock-holders  in  the  capital  stock,  voting  by  shares,  shall  so  ordain  and 
determine. 


Form  of  Proxy. 
Atlantic  and  St.  Lawrence  Rail-Road. 

Be  it  known,  That  I, , of ,  in  the  County  of  — 

State  of ,  being  the  owner  of Shares  in  the  Atlantic  and 

St.  Lawrence  Rail  Road  Couipany,  do  hereby  constitute  and  ar  '"oint 


-,  and 


-,of 


-,  in  the  County  of 


-,  to  be  my  Proxy,  for  me, 


iod  in  my  name,  to  appear,  act,  and  vote  at  the  meeting  of  the  stockhold- 
e  3  of  said  Corporation,  to  be  held  at  Portland,  on  the day  of 


any. 


Given  under  my  hand,  this  —  day  of 
Witness, 


-,  A.  D.  1 84- 


f 


AN   ACT 

In  addition  to  an  Act  to  establish  the  Atlantic  and  St. 
Lawrence  Railroad  Company . 


Be  it  enacted  hy  the  Senate  and  House  of  Representatives,  in  Legis- 
lature assembled —as  follows : 

Section  1.  The  Atlantic  and  St.  Lawrence  Railroad  Company, 
shall  have,  and  there  hereby  is  granted  to  them,  the  right  and  power  to 
take  and  hold  ,Lich  and  so  much  of  the  lands,  flats,  and  other  real  estate 
of  private  persons  and  corporations  situate  and  lying  within  the  city  of 
Portland,  and  adjoining  the  navigable  waters  of  Portland  harbor,  as  the 
directors  of  said  company,  in  the  exercise  of  their  best  judgment  and 
discretion,  shall  judge  to  be  best  situated  to  promote  public  convenience, 
and  to  be  necessary  for  the  location  and  purposes  of  a  suitable  depot, 
landing,  wharves,  and  other  objects  connected  with  the  uses  and  business 
of  said  road  at  the  Atlantic  termination  thereof.  And  the  lands  so  taken 
shall  be  deemed  to  be  held  and  taken  for  public  uses  under  the  laws  and 
constitution  of  this  State. 

Provided,  however,  that  the  lands,  flats  and  other  real  estate  so  taken 
by  said  corporation,  shall  not  extend  beyond,  but  shall,  every  part  and 
parcel  thereof,  lie  and  be  contained  within  the  following  exterior  limits 
and  boundaries,  that  is  to  say  —  beginning  at  the  channel  of  Fore  river 
on  a  line  with  India  street,  on  the  north-easterly  side  thereof,  thence  run- 
ning to  Fore  street,  thencp.  by  said  Fore  street  north-easterly  to  a  point 
north-easterly  of  Thurston's  ship-yard,  so  called,  where  said  Fore  street 
approaches  nearest  to  the  edge  of  the  high  bank  of  said  Fore  river,  thence 
in  a  direct  line  at  right  angles  to  the  channel,  and  thence  by  the  chan- 
nel to  the  place  of  beginning :  And  provided  also,  that  said  corporation 
shall  pay  for  any  lands,  flats,  and  other  real  estate,  so  taken  as  aforesaid, 
a  just  and  reasonable  price  and  equivalent  therefor;  and  in  case  the 
parties  interested  shall  not  otherwise  agree,  said  corporation  shall  pay 


c  and  St. 


ives,  in  Legis- 

lad  Company, 
and  power  to 
ler  real  estate 
Q  the  city  of 
harbor,  as  the 
judgment  and 
:  convenience, 
uitable  depot, 
3  and  business 
ands  30  taken 
'  the  laws  and 


f 


17 

Buch  price  and  equivalent  therefor,  as  the  county  commissioners  for  tlic 
county  of  Cumberland,  shaU  adjudge  and  determine  to  be  the  fair  value 
thereof;  the  doings  and  proceedings  of  said  commissioners  in  the  pre- 
mises, bemg  governed  and  conducted  in  all  cases  in  the  same  manner 
and  under  the  same  conditions  and  hmitations,  as  are  by  law  provided  for 
ascertammg  and  determining  the  damages  occasioned  by  the  laying  out 
of  highways.  And  the  said  commissioners  are  hereby  authorized  and 
required,  on  the  written  application  of  either  party,  to  proceed  to  exam- 
ine, hear,  and  adjudicate  in  the  premises,  and  to  cause  their  doin.rs  to  be 
entered  as  of  record  on  the  records  of  their  doings  as  county  commis- 
sioners. 

Sec.  2.    The  Atlantic  and  St.  Lawrence  Railroad  Company  shall 
have  the  nght,  and  there  is  hereby  granted  to  them  the  power  to  build  a 
suitable  sea-wall,  and  suitable  breastworks,  wharves  and  docks  connected 
With  their  said  depot  and  terminus,  for  the  reception,  Jandin-r,  lading, 
transhipment,  and  forwarding  of  merchandise  and  freight,  transported, 
or  to  be  transported,  by  and  over  said  road,  and  for  the  accommodation 
and  security  of  ships  and  vessels,  receiving  or  discharging  merchandise, 
Ireight  or  passengers.    And  to  this  end  there  Is  hereby  further  granted 
to  them  the  right  to  build  and  construct  a  pier  or  piers  on  the  middle 
ground,  so  caUed,  for  the  protection  and  convenience  of  such  ships  and 
vessels,  and  for  the  better  accommodation  of  the  trade  and  business  of 
said  road,  ,«o  however,  as  not  to  obstruct  and  impede  the  free  navigation 
of  said  harbor.  ^ 

Sec.  3.    This  act  shall  take  effect  and  be  in  force  from  and  after  the 
approval  thereof  by  the  governor.  H.  J.  ANDERSON. 

Approved,  June  17,  1846. 


ate  so  taken 
i'ery  part  and 
3xterior  limits 
of  Fore  river 
f,  thence  run- 
rly  to  a  point 
d  Fore  street 
!  river,  thence 
by  the  chan- 
d  corporation 
I  as  aforesaid, 
I  in  case  the 
ion  shall  pay 


«  m»^  t 


STATE  OF  NEW  HAMPSHIRE. 


[The  right  of  way  for  the  Atlantic  and  St.  Lawrence  Railroad,  with 

the  requisite  chartered  privileges,  within  the  State  of  New  Hampshire, 

was  granted  by  an  act  of  the  Legislature,  passed  June  30,  1847,  entitled, 

An  Act  constituting  the  Atlantic  and  St.  Lawrence  Railroad  Company 

a  corporation  within  thia  Stat-^  "J 

2 


fHWlirrftrB 


STATE   OF   MAINE. 


All  Act  to  authorize  the  City  of  Portland  to  aid  the  coiv- 
struction  of  the  Atlantic  and  St.  Latvrence  Railroad. 


I 


Be  it  enacted  hy  the  Senate  and  House  of  Representatives  in  Legis- 
lature assembled  —  as  follows  : 

Sectiox  1.  The  city  of  Portland  is  hereby  authorized  to  loan  its 
credit  to  the  Atlantic  and  St.  Lawrence  Railroad  Company,  in  aid  of  the 
construction  of  their  railroad,  subject  to  the  following  terms  and  condi- 
tions. 

Sec.  2.  This  act  shall  not  take  effect,  unless  it  shall  be  accepted  by 
the  directors  of  said  railroad  company,  and  by  the  vote  of  the  inhabi- 
tants of  said,  city,  voting  in  ward  meetings  duly  called,  according  to  law  ; 
and  at  least  two-thirds  of  the  votes  cast  at  such  ward  meetings  shall  be 
necessary  for  the.  acceptance  of  the  act.  The  returns  of  such  ward 
meetings  shall  be  made  to  the  aldermen  of  the  city,  and  by  them  counted 
and  declared,  and  the  city  clerk  shall  make  record  thereof. 

Sec.  3.  Upon  the  acceptance  of  the  act  as  aforesaid,  the  city  treas- 
tirer  ia  authorized  to  make  and  issue  from  time  to  time,  ior  the  purposes 
contemplated  in  this  act,  the  scrip  of  said  city,  in  convenient  and  suita- 
ble sums,  payable  to  the  holder  thereof,  on  a  term  of  time  not  less  than 
twenty,  nor  more  than  thirty  years,  with  coupons  for  interest  attached, 
Eemi-annually,  or  yearly,  as  may  be  agreed. 

Sec.  4.  When  the  railroad  company  shall  have  received  from  assess- 
ments upon  the  shares  of  the  private  stockholders  therein,  and  shall  have 
expended  upon  the  construction  of  the  road,  and  its  necessaiy  equipment, 
the  sum  of  five  hundred  and  fifty  thousand  dollars,  tbe  city  treasurer 


vi& 


il     * 


to  aid  the  corv- 
ee Railroad. 


entatives  in  Legis- 

horized  to  loan  its 
pany,  in  aid  of  the 
;  terms  and  condi- 

all  be  accepted  by 
rote  of  the  inhabi- 
,  according  to  law ; 
I  meetings  shall  be 
irns  of  such  ward 
d  by  them  counted 
reof. 

aid,  the  city  treas- 
3,  ior  the  purposes 
ivenient  and  suita- 
'  time  not  less  than 
:  interest  attached, 

ceived  from  assess- 
sin,  and  shall  have 
cessaiy  equipment, 
tbe  city  treasurer 


19 

shall  then  deliver  to  the  directors  of  the  company,  the  scrip  aforesaid  to 
th(^  amount  of  two  hundred  thousand  dollars  When  the  cDmpany  sliaU 
have  expended  that  sum  in  the  furtlier  construction  and  ecpiipment  of 
the  road,  and  shall  have  received  from  the  assessments  upon  the  sliares 
of  private  stockholders,  the  further  amount  of  one  hundred  thousand 
dollars,  the  city  treasurer  shall  deliver  of  the  scrip,  a  further  amount  of 
three  hundred  thousand  dollars. 

Skc.  5.  When  the  company  shall  have  expended  in  the  further  con- 
struction and  equipment  of  the  road,  at  least  one-half  the  proceeds  of  the 
scrip  last  named,  further  portions  of  the  scrip  shall  be  from  time  to  time 
delivered  thereafter,  in  such  amounts  and  proportions,  that  the  aggregate 
of  all  the  scrip  delivered  shall  at  no  time  exceed  the  whole  amount  of^the 
assessmente  paid  in  and  expended.  But  the  whole  amount  of  the  scrip 
to  be  issued  and  delivered  shall  never  exceed  one  million  of  dollars. 

Sec.  6.  Before  the  delivery  of  any  of  the  scrip,  in  any  of  the  cases 
provided  in  the  preceding  sections,  the  directors  of  the  company  shaU 
furnish  satisfactory  evidence  to  the  mayor  and  aldermen  of  the  city,  that 
all  the  pre-requisites  therein  prescribed  in  the  several  cases  have  been 
respectively  complied  with,  and  shaU  file  with  the  city  treasurer  a  certifi- 
cate  of  such  compliance,  signed  by  the  president  and  treasurer  of  the 
company,  to  which  certificate  they  shall  severally  make  oath.  In  all 
cases,  the  scrip  shall  bear  date  fi-om  the  deUvery  thereof,  and  the  pro- 
ceeds  thereof  shall  be  a])plied  by  the  directors  of  the  company,  exclu- 
sively  to  the  construction  and  necessary  furniture  and  equipment  of  the 
Atlantic  and  St.  Lawrence  Railroad 

Sec.  7.  Upon  the  delivery  of  each  and  every  portion  of  the  scrip 
aforesaid,  the  directors  shall  execute  and  deliver  to  the  city  treasurer, 
the  bond  of  the  company,  in  an  equal  amount,  payable  to  the  city,  con- 
ditioned that  the  company  will  duly  pay  the  interest  on  said  scrip,  and 
will  provide  for  the  reimbursement  of  the  principal  thereof,  aivi  hold  the 
city  harmless  on  account  of  the  issue  of  the  same,  .according  to  the  pro- 
visions of  this  act. 

Sec.  8.  The  directors  shall  also  transfer  to  the  city,  upon  the  deliv- 
ery of  any  portion  of  the  scrip  as  aforesaid,  an  equal  .amount  in  the 
shares  of  the  company,  to  be  held  as  collateral  security  tor  the  bond  of 
the  company,  required  to  be  given  in  such  case.  And  the  shares  so  held 
as  collateral  shall  be  credited  on  the  stock  books  of  the  company  as  fully 
paid  up,  and  no  assessments  shall  ever  be  rc(iuired  thereon,  nor  shall  any 
dividends  be  paid  on  the  same,  nor  any  ri^ht  of  acting  or  voting  at  the 
meetings  of  the  company  be  claimed  pv  exercised  by  reason  of  said 
shares,  so  long  as  the  same  shall  be  held  as  collateral  as  aforesaid. 

Sec.  9.  From  and  after  the  issue  and  delivery  to  the  directors  of  any 
portion  of  the  scrip  aforesaid,  the  city  shall  have  a  hen  upon  the  said  rail- 
road, and  upon  all  the  property  and  franchise  of  the  company,  to  secure 


"^ 


20 

the  performance  of  the  conditiong  of  all  the  bonds  of  the  company, 
executed  and  delivered  under  the  provisions  of  this  act. 

Sec.  10.  For  the  purpose  of  providing  for  the  reimburscnipnt  of 
the  prin('ij)al  of  the  scrip,  authorized  to  be  issued  by  this  act,  there  shall 
bo  established  a  sinking  fund,  and  comniissionera  shall  be  appointed  to 
manage  the  same.  One  of  said  commissioners  shall  be  appointed  by  the 
major  and  aldermen  of  the  city,  and  one  by  the  directors  of  the  company, 
and  in  case  of  a  vacancy  in  the  place  of  either,  the  same  shall  be  sup- 
plied by  the  mayor  and  aldermen,  or  by  the  directors,  respectively,  lioih 
of  said  commissioners  shall  be  appointed  and  qualified  before  the  delivery 
to  the  directors  of  any  of  the  scrip.  The  commissioners  shall  severally 
be  sworn  to  the  faithful  discharge  of  the  duties  enjoined  upon  them  by 
this  act,  in  presence  of  the  city  clerk,  who  shal]  make  a  certificate  and 
record  thereof,  as  in  the  case  of  the  qualification  of  city  officers.  Each 
of  the  commissioners  shall  give  a  bond  to  the  city,  with  satisfactory  sure- 
ties, in  the  penal  sum  of  ten  thousand  dollars,  conditioned  for  the  faithful 
diichargo  of  his  duty  as  commissioner.  They  shall  receive  such  compen- 
sation as  may  be  established  by  the  directors,  which  shall  be  paid  to  them 
by  the  company,  and  shall  not  be  diminished  during  their  continuance  in 
office. 

Skc.  11.  Whenever  the  directors  shall  receive  any  portion  of  the 
scrip,  authorized  as  aforesaid  to  bo  delivered  to  them,  they  shall  pay  to 
the  city  treasurer,  two  per  cent,  of  the  amount  of  the  scrip  so  delivered, 
which  amount  shall  be,  by  the  city  treasurer,  placed  to  the  credit  of  the 
commissioners  of  the  sinking  fund,  and  shall  constitute  a  part  of  said  fund. 
The  directors  shall  also,  annually,  in  the  month  of  April,  pay  to  the  city 
treasurer,  from  the  income  of  the  road,  one  per  cent,  of  the  whole  amount 
of  siQrip  which  shall  have  been,  before  that  time  issued  and  delivered, 
and  sh«,ll  be  then  outstanding ;  but  after  the  expiration  of  five  years  from 
the  time  cf  delivery  and  receipt  of  the  first  portion  of  scrip  as  aforesaid, 
the  said  annoal  payments  from  the  income  of  the  road  shall  be  increased 
to  one  and  a  half  per  cent,  of  the  amoimt  of  the  scrip,  then  outstanding 
as  aforesaid,  and  iVo  said  annual  payments  of  one  per  cent,  for  five  years, 
and  one  and  a  half  per  cent,  annually  thereafter,  shall  be  successively 
placed  to  the  credit  of  the  commissioners  of  the  sinking  fund,  and  shall 
constitute  a  part  of  said  fund. 

Sec.  12.  The  comniissloncrs  shall  have  the  care  and  management  of 
all  the  moneys  and  secunvies  at  any  time  belonging  to  said  fund  ;  but  the 
moneys  uninvested,  and  the  securities  shall  be  in  the  custody  ot  the  city 
treasurer,  who  shall  be,  by  virtue  of  his  office,  treasurer  of  the  sinking 
fund,  and  shall  be  responsible,  on  Lis  official  bond  to  the  city,  for  the  safe 
keeping  of  the  moneys  and  securities  of  the  fund.  He  shall  pay  out  and 
deliver  any  of  the  said  moneys  and  securities  only  upon  the  warrant  of 
the  commissioners. 


the  company, 

iburpcniont  of 
v't,  thoru  shall 
a  appointed  to 
pointed  by  the 
'  the  company, 
)  shall  be  sup- 
Rtivcly.  Both 
•e  the  delivery 
shall  severally 
upon  them  by 
:!crtifioate  and 
ifHcera.  Each 
isfaetory  sure- 
for  the  faithful 
such  compen- 
i  paid  to  them 
continuance  in 

portion  of  the 
jy  shall  pay  to 
5  so  delivered, 
3  credit  of  the 
t  of  said  fund. 
)ay  to  the  city 
whole  amount 
nd  delivered, 
ivc  years  from 
p  as  aforesaid, 
11  be  increased 
;n  outstanding 
for  five  years, 
>e  successively 
und,  and  shall 

lanagement  of 
fund ;  but  the, 
dy  ot  the  city 
of  the  sinking 
y,  for  the  safe 
11  pay  out  and 
he  warrant  of 


,"ii 


M 


21 

Sec.  1 3.    The  commissioners  shall  from  time  to  time,  at  their  discre- 
tion, invest  the  moneys  on  hand,  securely,  so  that  they  shall  be  productive, 
and  the  same  may  be  loaned  on  mortgage  of  real  estate,  or  to  any  county, 
or  upon  pledge  of  the  securities  of  any  county  in  this  state,  or  invested 
in  the  stock  of  this  state,  or  of  the  United  States,  or  in  the  stock  of  any 
railroad  company  in  New  England,  whose  road  is  completed,  and  whose 
c-apital  has    been  wholly  paid  in.     Any  portion   of  the  fund  may  be 
invested  in  the  city  scrip  authorized  by  this  act,  and  such  scrip  shall  not 
thereby  be  extinguished,  but  shall  be  held  by  the  commissioners,  like 
their  other  investments,  for  the  purposes  of  the  fund.     An  amount  not 
exceeding  ten  per  cent,  of  the  fund  may  bo  loaned  on  pledge  of  the 
Bto>;k  of  any  bauk,  or  of  any  sto(;k  insurance  company  in  this  state.     And 
the  commissioners  may  from  time  to  time  sell  and  transfer  any  of  said 
eecurities. 

Sec.  14.  The  sinking  fund,  and  all  the  sums  which  shall  be  added 
thereto  by  accumulation  upon  the  investments  thereof,  shall  be  reserved 
and  kept  inviolate  for  the  redemption  and  reimbursement  of  the  principal 
of  the  said  scrip  at  the  maturity  thereof,  and  shall  be  applied  thereto  by 
the  commissioners. 

Sec.  1 5.    Any  of  the  shares  in  the  stock  of  the  railroad  company,  held 
by  the  city  as  collateral,  may  be  sold  and  transferred  by  direction  of  the 
commissioners  of  the  sinking  fund,  with  the  consent  of  the  directors  of 
the  railroad  company,  whenever  an  exchange     hereof  can  be  advanta- 
geously made  for  any  of  the  city  scrip,  authorized  l)y  this  act,  or  whenever 
the  said  scrip  can  be  advantageously  purchased  with  the  proceeds  of  any 
euch  sale  of  such  collateral  shares.     And  the  scrip  so  purchased  or  taken 
in  exchange,  shall  be  thereupon  cancelled  and  extinguished,  and  the 
amount  thereof  shall  bo  endorsed  or.  the  respective  bonds  of  the  railroad 
company,  given  on  the  issue  and  deUvery  of  such  scrip.     But  no  part  of 
the  sinking  fund,  or  of  its  accumulations,  shall  be  applied  at  any  time  or 
in  any  manner  to  the  redemption  and  extinguishment  of  the  scrip  before 
maturity  thereof. 

Sec.  16.  If  the  directors  of  the  railroad  company  shall,  at  any  time 
fad  to  pay  to  the  city  treasurer,  for  the  sinking  fund,  the  amount  afore- 
said of  one  per  cent,  or  one  and  a  half  per  cent,  required  to  be  paid  into 
the  sinking  fund,  out  of  the  income  of  the  road,  the  commissioners  are 
authorized,  at  their  discretion,  upon  such  notice  to  the  company  as  they 
«hall  deem  suitable,  to  sell  so  many  of  such  collateral  shares  as  may  be 
necessary  to  produce  the  amount  of  such  deficiency,  and  the  proceeds  of 
such  sale  shall  thereupon  be  paid  into  the  sinking  fund,  and  thall  be 
applied  to  the  purposes  thereof.  And  all  conveyances  and  transfers  of 
such  collateral  shares  shall  be  made  by  the  city  treasurer  under  the 
direction  of  the  commissioners  of  the  fund,  in  pursuance  of  the  provi.s- 
ions  of  this  ac(. 


ftii 


II  M 


22 

Sec.  17.    Tlio  commissionors  sliall  keep  a  true  record  of  nil  their 
proceedings  nn.l  an  acoonnt  of  all  the  sums  paid  into  tlie  fund,  and  of 
the  invostmentH  nmdi^  of  the  .same,  and  shall,  annually,  in  the  month  of 
July,  report  to  the  mayor  and  aldermen,  and  to  the  directors  of  tho  rail 
road  company,  their  proceedings  f;)r  the  year,  the  anu)unt  and  eonditicm 
of  the  fun<l,  and  the  income  of  the  several  parts  thereof.     And  their 
records,  an<I   the  accounts   of  the  fund,  and  the  securities   belonging 
thereto,  shall  at  all  times  be  open  to  inspection  l.y  such  comnn-tte.i  as  may 
bo  appomt.id  for  that  purpose  by  the  mayor  and  aldermen,  or  by  the 
directors  of  the  company. 

Src.  18.  To  secure  the  faithful  discharge  rf  the  several  trusts  con- 
fided to  the  said  commissioners  under  this  act,  the  supreme  judicial  court 
IS  hereby  empowered,  upon  the  complaint  of  the  uiavor  and  aldermen, 
or  of  the  directors  of  the  railroad  com .-:,,,,',  against 'the  said  conunis- 
sioners,  or  either  of  them,  concerning  any  of  said  trusts  and  duties,  by 
summary  process,  according  to  the  course  of  proceedings  in  equity,  to 
hear  and  arljudge  upon  the  matter  of  such  complaint,  and  to  issue  thereon  , 
any  suitable  writ  or  process,  and  make  any  jiroper  decree  to  compel  the 
appropriate  discharge  and  performance  of  sucli  trusts  and  duties,  and  to 
remove  the  eaid  commissioners,  or  either  of  them  ;  and  in  cas(!  of  such 
removal,  the  vacancy  sliall  be  inmiediately  supplied,  as  provided  in  the 
tenth  section  of  this  act. 

Sec.  19.  If  the  said  sinking  fund,  with  iti  accumulations,  shall  at  any 
lime  exceed  the  amount  of  the  scrip  unredeemed  and  outstandlnrr,  all 
such  excess  shall  be  annually  paid  over  to  the  railroad  company  ;  and  if 
any  surplus  of  the  fund  shall  remain  after  the  redemption  and  reimburse- 
ment of  all  the  scrip,  such  surplus  shall  be  paid  over  to  the  company. 

Sec.  20.  This  act  shall  take  effect  and  be  In  force,  from  and  after  its 
approval  by  the  governor,  so  far  as  to  empower  the  directors  of  the  rail- 
road  company,  and  >he  inhabitants  of  the  city  to  act  upon  the  question 
ot  accepting  the  same,  as  provided  In  the  second  sectlcm  of  this  act.  Ana 
the  several  ward  meetings  of  the  inhabitants  for  that  purpose,  shall  bo 
called  and  holden  within  thirty  days  afler  such  approval.  And  If  the  act 
shall  be  accepted  a^  uforesiid,  then,  after  such  acceptance  and  record 
thereof,  all  the  parts  of  t.'ii.  ,-,.,;  shall  tak.  eifect  and  bo  in  full  force. 
Approved,  Augud  1,  1848. 


>.» 


^V 


STATE  OF  VERMONT. 

[The  right  of  way  for  the  Atlantic  and  St.  Lawrence  Railroad,  with 
the  requisite  chartered  privileges  within  the  State  of  Vermont,  were 
granted  by  an  Act  of  the  General  Assembly,  passed  October  27th,  18.18 
entitled,  "  An  Act  constituting  the  Atlantic  and  St.  Lawrence  Kail  Koad 
^..ompany,  a  Corporation  within  the  Slate."] 


^ord  of  nil  their 
tho  fund,  and  of 
in  tho  month  of 
L'ctorM  of  tlu)  rail 
It  and  ooiiditloii 
rt'of.     And  their 
rilios    hc'loninnji: 
)innn'ttct!  as  may 
nncn,  or  by  tlio 

oral  trusts  con- 
ne  judicial  court 
r  and  aldermen, 
u)  said  conunis- 

and  duties,  by 
\<;s  in  equity,  to 
to  issue  thereon , 
3  to  compel  the 
d  duties,  and  to 

in  cas(!  of  sucli 
;irovided  in  the 

>ns,  shall  at  any 
outstanding,  all 
impany ;  and  if 
and  reimburse- 
le  company. 
Mn  and  after  its 
tors  of  the  rail- 
3n  tho  question 
this  act.    And 
irpopc,  shall  bo 
And  if  the  act 
ce  and  record 
full  force. 


STATE  OF  MAINE. 


^.  VWN^-VN/V^VN/V* 


An  Act  additional  to  an  act  to  establish  the  Atlantic  and 
JSt.  Lawrence  Railroad  Company, 


Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  Legislature 
assembled  —  as  follows: 

Sec.  1.  The  capital  stock  of  the  Atlantic  and  St.  Lawrence  Rail- 
road company  is  hereby  increased  ton  thousand  shares,  so  that  the 
capital  stock  of  said  company  shall  consist  of  not  less  than  ten  thousand, 
nor  more  than  forty  thousand  shares. 

Sec.  2.    This  act  shall  take  effect  from  and  after  its  approral  by  tho 
governor. 
Approved,  June  12,  1850. 


Railroad,  with 
/■ermont,  were 
)er  27th,  18.18, 
nee  Rail  Road 


!  I    i 


!    iuiSJl 


STATE  OF  MAINE. 


An  Act  to  mithonze  the  City  of  Portland  to  grant  further 
aid  in  the  construction  of  the  Atlantic  and  St.  Law- 
rence Railroad. 


Be  it  enacted  ly  the  Senate  and  House  of  Representatives  in  Legislature 
ossembled~~&3  follows : 

Section  1.  The  city  of  Portland  is  hereby  authorized  to  make  a 
further  loan  of  its  credit  to  the  Atlantic  and  St.  Lawrence  Railroad 
Lompany,  m  aid  of  the  construction  of  their  railroad,  subject  to  the 
lollowing  terms  and  conditions. 

Sec.  2.  This  act  shall  not  take  effect,  unless  it  shall  be  accepted  by 
the  directors  of  said  railroad  company,  and  by  the  vote  of  the  inhabi- 
tantd  of  said  city,  Toting  in  ward  meetings  dul-  called,  according  to  law  • 
and  at  least  two-thirds  of  the  whole  number  of  votes  cast  at  such  ward 
meetings  shall  be  necessary  for  the  acceptance  of  the  act.  The  returns 
ot  such  ward  meetings  shall  be  made  to  the  aldermen  of  the  city,  and 
they  shall  count  and  declare  the  votes  returned,  and  the  city  clerk  shall 
make  record  thereof 

Sec.  3.  Upon  the  acceptance  of  the  act  as  aforesaid,  the  city  treasurer 
IS  authorized  to  make  and  issue  from  time  to  lime,  for  the  purposes  con- 
templated  in  this  act,  the  scrip  of  said  city,  in  convenient  and  suitable 
sums,  payable  to  the  holder  thereof,  on  a  term  of  time  not  less  than 
twenty,  nor  more  than  thirty  years,  with  coupons  for  interest  attached 
payable  semi-annually,  or  yearly. 

Sec.  4.  The  whole  amount  of  the  scrip  to  bo  issued  and  delivered 
urier  that  act,  shall  not  exceed  five  hundred  thousand  dollars,  and  the 
same  shall  ba  delivered  by  the  city  treasurer  to  the  directors  of  the  rail- 
road  company  from  time  to  time,  as  may  be  reciuired,  subject  to  ihe 


v  . ' 


'"'■'"ff 


>  grant  further 
i  St.  Law- 


ives  in  Legislature 

>rized  to  make  a 
iwrence  Railroad 
a,  subject  to  the 

I  be  accepted  by 
te  of  the  inhabi- 
ocording  to  law ; 
ist  at  such  ward 
it.  The  returns 
of  the  city,  and 
city  clerk  shall 

he  city  treasurer 
le  purposes  con- 
ent  and  suitable 
10  not  less  than 
iterest  attached, 

3  and  delivered 
dollars,  and  tho 
tors  of  the  rail- 
subject  to  the 


25 

■everal  provisions  of  this  act.  In  all  cases,  the  scrip  shall  bear  date  from 
the  delivery  thereof,  and  the  proceeds  thereof  shall  be  applied  by  the 
directors  ot  the  cou:pany,  exclusively  to  the  construction  and  necessary 
furniture  ai-u  equipment  of  the  Atlantic  and  St.  Lawrence  Railroad. 
Sec.  &.  Upon  the  delivery  of  each  and  every  portion  of  the  scrip 
, ,  aforesaid,  the  directors  shall  execute  and  deliver  to  the  city  treasurer,  for 
the  city,  the  bond  of  the  company,  in  an  equal  amount,  payable  to  the 
city,  conditioned  that  the  company  will  duly  pay  the  ini  >rest  on  said 
scrip,  and  will  provide  for  the  reimbursement  of  the  principal  thereof, 
and  hold  the  city  harmless  on  account  of  the  issue  of  the  same,  according 
to  the  provisions  of  this  act. 

Sec.  6.    The  directors  shall  also,  if  required  by  the  mayor  and  alder- 
men of  the  city,  transfer  to  the  city,  upon  the  delivery  of  any  portion  of 
the  scrip  as  aforesaid,  an  equal  amount  in  the  shares  of  the  company,  to 
be  held  as  security  for  the  faithful  performance  of  all  the  obligations  of 
the  company  mentioned  in  the  proceeding  section,  and  the  certificates  of 
rich  shares  shall  be  delivered  to  the  city  treasurer.    The  shares  so  trans- 
lerred  shall  be  credited  in  the  stock  books  of  the  company  as  fully  paid 
up.    But  the  city  shall  not  be  taken  and  held  as  a  stockholder  in  the 
company  by  reason  of  the  transfer  of  shares  for  the  purposes  aforesaid, 
under  the  provisions  of  this  act,  or  of  an  act  passed  August  first,  one 
thousand  eight  hundred  and  forty-eight,  nor  shall  any  assessments  ever  be 
required  on  the  shares  hereby  authorized  to  be  transferred  as  aforesaid 
nor  shall  any  dividends  be  paid  on  the  same,  nor  any  right  of  acting  or 
voting  at  the  meetinrra  of  the  company  be  claimed  or  exercised  by  reason 
of  said  shares,  so  long  as  the  same  shall  be  held  as  security  as  afore- 
said. 

Sec.  7.  From  and  after  the  issue  and  delivery  to  the  directors  of  any 
portion  of  the  scrip  issued  under  this  act,  the  city  shall  have,  in  addition 
to  the  lien  which  it  now  has  by  virue  of  the  act  passed  as  aforesaid,  August 
first.one  thousand Jeight  hundred  and  forty-eight,  a  further  lien  upjn  said 
railroad,  and  upon  all  the  property  and  franchise  df  the  company,  to 
secure  the  performance  of  the  conditions  of  all  the  bonds  executed  and 
delivered  under  the  provisions  of  this  act,  which  lien  may  be  enforced, 
in  the  manner  hereinafter  provided. 

Sec.  8.  For  the  purpose  of  providing  for  the  reimbursement  of  the 
principal  of  the  scrip  authorized  to  be  issued  by  this  act,  a  sinking  fund 
shall  be  established,  and  shall  be  under  the  management  of  commission- 
ers. The  same  persons,  who  shall,  from  time  to  time,  be  the  commission- 
ers of  the  sinking  fund  created  under  the  act  aforesaid,  passed  August 
first,  one  thousand  eight  hundred  and  forty-eight,  shall  be  the  commlssTon- 
"Ts  of  tlie  sinking  fund  created  under  this  act.  They  shall  severally  be 
sworn  to  the  f  lithful  discharge  of  the  duties  enjoined"  ujion  them  by  this 
act,  before  tho  delivery  of  any  portion  of  the  scrip  hereby  authorized 


•  dMM 


I   ! 


26 

which  oath  shall  be  taken  in  presence  of  the  city  clerk  whn  «l,.n  ^  ^. 
record  thereoUs  in  ease  of  the  qualification  o^^y'^.^'  ^'^"  "^^^^ 

c  niT  '  tl.T:^  'r  ^' '  ^"T^^'  '^^'^  ''^«  '"--  °^  thi'roa     one  p  r 
cent,  c    the  whole  amount  of  scrip  which  shall  have  been  bpfnr.  fW 

standing    but  a  ter  the  expiration  of  five  years  from  the  time  of  the  de 
livery  and  receipt  of  the  first,  portion  ot  scrip  as  afbreL  d    he  said  an" 
nua  paymentsfVom  the  income  of  the  road  shall  be  incrasJd  t    one  and 

as  aforesaid  and  the  said  annual  payments  of  one  per  cent,  for  five  vearf 

placed  to  the  credit  of  the  commissioners  of  the  sinking  fund,  and  shall 
constitute  a  part  of  said  fund  established  by  this  act 

feEc.  10.    The  commissioners  shall  have  the  care  and  management  of 
all  the  moneys  and  securities  at  any  time  belonging  to  said  fund     but 

iC  fund  an.  lu  K  "  ^''  ^y  "''■^"^  °^  ^'^  ««'^^«'  treasurer  of  L  sink- 
ing fund  and  shall  be  responsible,  on  his  official  bond  to  the  city  for  the 
safe  keeping  of  the  moneys  and  securities  of  the  fund.    He  sldfpay  lut 

Sec.  11.    The  commissioners  shall  from  time  to  time,  at  their  discro 

anctive,  and  the  same  may  be  loaned  on  mortgage  of  real  estate  nt  t„ 
any  eounty,  or  upon  pledge  of  the  securities  of  any  eountv  in  to  L 

roZ*''the"f"'V*"\°'.''''  """•  °'  °'  *°  uSsL'e  .    A  ;• 

.ime  seU  and  tLsL^^^o^l^dTel;':;;::"""''^'""""  "'''  '™"'  «»' '° 

the  Jo'  "yJ^J:^:i'T'^  '■:"  »"  '"^  ™-  "'-'■  ^'-"  be  added 
and  kept ivioLTo  t    ,e   ^        ■"vestments  thereof,  shall  be  reserved 

pa.  Of  c:t^^Zii^zz  Ttttat^r:,"' "'','""  ■'™^'- 

be  applied  thereto  by  the  coimiZL  ''  "'"™''  """  "'"'" 


c,  who  shall  make 
icers. 

y  portion  of  the 
they  shall  pay  to 
crip  so  delivered, 
the  credit  of  (he 
i  part  of  the  fund 
lly,  in  the  month 
:he  road,  one  per 
been,  before  that 
lall  be  then  out- 
3  time  of  the  de- 
3aid,  the  said  an- 
eased  to  one  and 
then  outstanding 
nt.  for  five  years, 
1  be  successively 
;  fund,  and  shall 

management  of 
said  fund ;  but 
e  custody  of  the 
irer  of  the  eink- 
the  city,  for  the 
le  shall  pay  out 
I  the  warrant  of 

at  their  discre- 
y  shall  be  pro- 
3al  estate,  or  to 
ty  in  this  state, 

I  States.  Any 
thorized  by  thii 
eight  hundred 
tinguished,  but 
tments,  for  the 
)or  cent,  of  the 
•r  of  any  stock 
ly  from  time  to 

ihall  be  added 

II  be  reserved 
of  the  princl- 

rcof,  and  shall 


27 

Sec.  13.  Any  of  the  shares  in  the  stock  of  the  railroad  company, 
held  by  the  city  for  security,  as  provided  in  the  sixth  section  of  this  act, 
may  be  sold  and  transferred  by  the  commissioners  of  the  sinking  fund, 
with  the  consent  of  the  directors  of  the  company,  whenever  an  exchange 
thereof  can  be  advantageously  made  for  any  of  the  city  scrip,  authorized 
by  this  act,  or  whenever  the  said  scrip  can  be  advantageously  purchased 
wilh  the  proceeds  of  any  such  sale  of  such  collateral  shares.  And  the 
scrip  so  purchased  or  taken  in  exchange,  shall  be  thereupon  cancelled  and 
extinguished,  and  the  amount  thereof  shall  be  endorsed  on  the  respective 
boil  Is  of  the  company  given  on  the  issue  and  delivery  of  such  scrip.  But 
no  part  of  the  sinking  fund  established  by  this  act,  or  of  its  accumula- 
tions, shall  be  applied  at  any  time  or  in  any  manner  to  the  redemption 
and  extinguishment  of  the  scrip  before  maturity  thereof. 

Skc.  14.  If  the  directors  of  the  company  shall,  at  any  time,  fail  to 
pay  to  tne  city  treasurer,  for  the  sinking  fund  created  by  this  act,  the 
amount  aforesaid  of  one  per  cent,  or  of  one  and  a  half  per  cent,  required 
to  be  paid  into  the  sinking  fund,  out  of  the  income  of  the  road,  the  com- 
missioners are  authorized,  at  their  discretion,  upon  such  notice  to  the 
company  as  they  shall  deem  suitable,  to  sell  so  many  of  the  shares  held 
by  the  city  for  security,  as  may  be  necessary  to  supply  the  amount  of 
Buch  deficiency,  and  the  proceeds  of  such  sale  shall  thereupon  be  paid 
into  the  sinking  fund,  and  shall  become  a  part  thereof.  All  such  convey- 
ances and  transfers  of  shares,  which  may  be  sold  as  aforesaid,  shall  be 
made  by  the  city  treasurer  under  the  direction  of  the  commissioners. 

Sec.  1.5.  The  commissioners  shall  keep  a  true  record  of  all  their  pro- 
ceedings and  an  account  of  all  the  sums  paid  into  the  fund,  and  of  the 
investments  of  the  same,  and  shall,  annually,  in  the  month  of  July,  report 
to  the  mayor  and  aldermen  of  the  city,  and  to  the  directors  of  the  rail- 
road company,  their  proceedings  for  the  year,  the  amount  and  condition 
of  the  fund,  and  the  income  of  the  several  parts  thereof.  Thiir  records, 
and  the  accounts  of  the  fund,  and  the  securities  belonging  thereto,  shall  at 
.  all  times  be  open  to  the  inspection  of  any  committee  appointed  for  that 
purpose  by  the  mayor  and  aldermen,  or  by  the  directors  of  the  company. 
Sec.  16.  To  secure  the  faithful  discharge  of  the  several  trusts  con- 
fided to  the  said  commissioners  under  this  act,  the  supreme  judicial  court 
is  hereby  empowered,  upon  the  complaint  of  the  mayor  and  aldermen  of 
the  city,  or  of  the  directors  of  the  railroad  company,  against  the  said 
commissioners,  or  either  of  them,  concerning  any  of  their  said  trusts  and 
duties,  by  sumuiary  process,  according  to  the  course  of  proceedings  in 
equity,  to  hear  and  adjudge  upon  ^he  matter  of  such  complaint,  and  to 
issue  thereon,  any  suitable  writ  or  process,  and  make  any  lawful  decree 
to  compel  the  appropriate  discharge  and  performance  of  such  trusts  and 
duties,  and  to  remove  the  said  commissioners,  or  either  of  them. 

Sec.  1 7.    If  the  sal  J  uiukiiig  fuu-:,  with  itb  ciccumuiatious,  shall  at  any 


rf-'iiim^r 


28 

time  exceed  the  amount  of  the  scrip  unredeemed  and  outstanding,  issued 
under  this  act,  all  such  excess  shall  be  annually  paid  over  to  the  railroad 
company;  and  if  any  surplus  of  the  fund  shall  remain  after  the  redemp- 
tion and  reimbursement  of  all  tiie  said  scrip,  such  surplus  shall  be  paid 
over  to  the  company.  And  the  mayor  and  aldermen  may  from  time  to 
time,  cause  to  be  reconveyed  to  the  railroad  company  such  parts  of  the 
stock  transferred  to  the  city  under  this  act,  or  the  act  afo-'said,  passed 
August  first,  one  thousand  eight  hundred  and  forty>eight,  as  they  may 
deem  not  to  be  required  for  the  securities  herein  provided.  Upon  the 
final  completion  of  all  the  duties  enjoined  upon  the  commissioners  under 
this  act,  their  records  and  account,  shall  be  deposited  with  the  railroad 
company. 

Skg.  18.    For  the  purpose  of  securing  and  enforcing  the  lien  granted 
to  the  city  by  the  seventh  section  of  this  act,  and  by  the  ninth  section  of 
the  act  aforesaid,  passed  August  first,  one  thousand  eight  hundred  and 
forty-eight,  the  directors  of  the  company  arc  Lereby  authorized,  and  it 
shall  be  their  duty,  whenever  thereto  directed  by  the  mayor 
men,  to  execute  and  deliver  to  the  city  of  Portland,  a  mortgage  of  said 
radroad,  and  of  all  its  property  real  and  personal,  and  of  the  franchise 
of  the  company.    Such  mortgage  shall  be  signed  by  the  president  of  the 
company  m  his  official  capacity,  and  shall  be  executed  according  to  the 
laws  of  the  several  states,  through  which  tLc  railroad  shall  pass,  and  shall 
be  of  due  and  legal  form,  and  shall  rontaia  apt  and  sufhcient  terms  for  the 
security  of  the  city  against  any  liabilities  then  existing,  or  which  may 
thereafter  be  incurred  in  pursuance  of  this  act,  and  of  the  act  aforesaid, 
passed  August  first,  one  tho;-and  eight  Li.ndrcd  and  forty-eight.    The 
record  of  such  mortgage  in  the  registry  of  deeds  for  Cumberland  county, 
shall  be  a  sufficient  registry  thereof,  to  all  intents  and  purposes,  within 
this  state.    If  any  portion  of  the  railroad  shall  not  have  been  completed 
at  the  time  of  the  execution  of  such  mortgage,  the  directors  shall  be  held, 
whenever  thereto  requested,  as  aforesaid,  to  execute  and  deliver  other  like 
mortgages  of  any  other  portion  of  the  road  and  property,  ae  may  be,  from 
time  to  time  required,  and  such  further  mortgages  shall  be  subject  to  like 
provisions,  and  shall  have  like  operation,  as  is  hereinbefore  prescribed. 

Sko.  10.  If  the  directors  of  the  company  shall  neglect  or  refuse  to 
execute  and  deliver  any  such  mortgage,  after  r-quest  as  aforesaid,  the 
mayor  and  aldermen  may  cause  a  suit  in  equity  to  be  instituted  in  the 
name  of  the  city,  to  compel  the  due  execution  and  delivery  thereof. 
The  siiprfine  judicial  court  for  the  county  of  Cumberland,  shall  have 
jurisdiction  of  such  suit,  and  shall  hear  and  determine  the  same,  bv  sum- 
mary process  in  their  discretion,  and  shall  make  such  decree  therein  as 
may  be  suitable  to  effect  the  purposes  herein  required. 

Skc.  20.     For  the  purpose  of  foreclosing  any  such  mortgage  upon  the 
property  and  franchise  of  the  company,  within  thin  state,  it  shall  be  suffi- 


outstanding,  issued 
iver  to  the  railroad 

after  the  redemp- 
rplus  shall  be  paid 
may  from  time  to 
r  such  parts  of  the 
t  afo  "said,  passed 
ight,  uri  they  may 
)vided.  Upon  the 
aimissioners  under 

with  the  railroad 

g  the  lien  granted 
le  ninth  section  of 
igbt  hundred  and 
authorized,  and  it 
mayor 

mortgage  of  said 
d  of  the  franchise 
5  president  of  the 
I  according  to  the 
lall  pass,  and  shall 
sient  terms  for  the 
ig,  or  which  may 
the  act  aforesaid, 
forty-eight.     The 
mherland  county, 
1  purposes,  within 
J  been  completed 
tors  shall  be  held, 
deliver  other  like 
,  ae  may  be,  from 
be  subject  to  like 
ore  prescribed. 
;Iect  or  refuse  to 
as  aforesaid,  the 
instituted  in  the 
lelivery   thereof, 
rland,  shall  have 
le  same,  by  sum- 
lecree  therein  ad 

)rtgage  upon  the 
,  it  sLali  be  sufll- 


29 

cient  for  the  mayor  and  aldermen  to  give  notice  according  to  the  mode 
prescribed  in  the  fifth  section  of  the  one  hundred  and  twenty-fifth  chap- 
ter of  the  revised  statutes,  which  notice  may  be  published  in  a  newspaper 
printed  in  the  city  of  Portland,  and  record  thereof  may  be  made  within 
thirty  days  after  the  date  of  the  last  publication,  in  the  registry  of  deeds, 
for  the  county  of  Cumberland,  which  publication  and  record  shall  be 
Bufnclent  for  the  purposes  ot  such  foreclosure.  Upon  the  expiration  of 
three  years  from  and  after  such  publication,  if  the  conditions  of  such 
mortgage  shall  not  within  that  time  have  been  performed,  the  foreclosure 
fhall  be  complete,  and  shall  be  sufficient  to  make  the  title  to  all  the 
property  and  franchise  aforesaid,  absolute  in  the  city  of  Portland.  And 
any  transfer  of  any  of  the  personal  property  of  the  company,  made  after 
publication  of  such  notice  to  foreclose,  without  the  consent  of  the  mayor 
*nd  aldermen,  shall  be  wholly  void ;  but  lawful  transfers  and  charges,  of 
any  of  the  personal  property  of  the  company,  not  including  the  franchise, 
and  the  rails  actually  laid,  and  the  right  of  way,  may  be  made,  notwith- 
Btanding  such  mortgage,  before  publication  of  notice  to  foreclose  as  afore- 
said ;  and  all  personal  property  acquired  by  the  company,  by  purchase, 
exchange,  or  otherwise,  after  the  execution  and  delivery  of  any  such 
mortgage,  shall  be  covered  and  held  thereby. 

Sec  21.  If  the  directors  of  the  company  shall,  at  any  time,  neglect 
or  omit  to  pay  the  interest,  which  may  become  due  upon  any  portion  of 
the  scrip  issued  and  delivered  under  the  provisions  of  this  act,  or  of  the 
act  aforesaid,  passed  August  first,  one  thousand  eight  hundred  and  forty- 
eight,  or  to  make  the  annual  payments  thereby  required  for  the  sinking 
fund,  the  city  of  Portland  may  take  actual  possession  in  the  manner 
hereinafter  provided,  of  the  railroad,  of  all  the  property  real  and  personal 
of  the  company  and  of  the  franchise  thereof,  and  may  hold  the  same  and 
apply  the  income  thereof,  to  make  up  and  sup^ily  such  deficiencies  of 
interest  and  amounts  payable  for  the  sinking  fund,  and  all  further  defi- 
ciencies that  may  occur,  while  the  same  are  so  held,  until  such  deficien- 
cies shall  be  fully  made  up  and  discharged.  A  written  notice  signed  by 
the  mayor  and  aldermen,  or  by  a  majority  of  their  number,  and  served 
upon  the  president  or  treasurer,  or  any  director  of  the  company,  or  if 
there  are  none  such,  upon  any  stockholder  in  the  company,  stating  that 
the  city  thereby  takes  actual  possession  of  the  railroad,  and  of  the  property 
and  franchise  of  the  company,  shall  be  a  sufficient  actual  possession  thereof, 
and  shall  be  a  sufficient  legal  transfer  of  all  the  same  for  the  purposes 
aforesaid  to  the  city,  and  shall  enable  the  city  to  hold  the  same,  against 
any  other  translers  thereof,  and  against  any  other  claims  threon,  until 
such  purposes  have  been  fully  accomplished.  Such  possession  shall  not  be 
coniidcrcd  as  an  entry  for  foreclosure,  undci'  any  mortgage  hereinbefore 
provided,  nor  shall  the  rights  of  the  city,  or  of  the  company,  be  in  any 
manner  alTected  thereby. 


P#^^»; 


las*!^* 


!'   !■:' 


80 

Sec.  22.    All  moneys  received  by  or  for  the  railroad  company,  after 
notice  as  aforesaid,  from  any  source  whatever,  and  by  whomsoever 

the  same  may  be  received,  shall  belong  to  and  be  held  for  the  use  and 
benefit  of  the  city,  in  the  manner  and  for  the  purposes  herein  provided 
and  shall,  after  notice  given  to  the  persons  receiving  the  same,  respec 
tively,  be  by  them  paid  to  the  city  treasurer,  which  payment  shall  be  an 
effectual  discharge  from  all  claims  of  the  company  therefor ;  but  if  any 
person,  without  such  notice,  shall  make  payment  of  moneys  so  received 
to  the  treasurer  of  the  company,  such  payment  shall  be  a  discharge  of  all 
claims  of  the  city  therefor.     All  moneys  received  by  the  treasurer  of  the 
company,  after  such  notice,  or  in  his  hands,  at  the  time  such  notice  may 
be  given,  shall  be,  by  him  paid  to  the  city  treasurer,  after  deducting  the 
amount  expended  or  actually  due  for  the  running  expenses  of  the  road, 
for  the  salaries  of  the  officers  of  the  company,  and  for  repairs  necessary 
for  conducting  the  ordinar3'-  operations  of  the  road.     Such  jiayments 
shall  be  made  to  the  city  treasurer  at  the  end  of  every  calender  month, 
and  shall  be  by  him  applied  to  the   payment  of  the  interest  due  as 
aforesaid,  and  placed  to  the  credit  of  the  commissioners  of  the  sink- 
ing fund,  in  the  amounts  required  by  the  provisions  of  this  act,  and 
the  act  aforesaid,  passed  August  first,  one  thousand  eight  hundred  and 
forty-eight.     And  any  person,  who  shall  pay  or  apply  any  moneys 
received  as  aforesaid,  in  any  manner  contrary  to  the  foregoing  provisions, 
shall  be  personally  liable  therefor,  and  the  same  may  be  recovered,  in  an 
action  for  money  had  and  received,  in  the  name  of  the  city  treasurer, 
•whose  duty  it  shall  be  to  sue  for  the  same,  to  be  by  him  held  and  ap- 
plied, as  is  herein  required. 

Sec.  23.  For  the  purpose  of  effecting  the  objects  prescribed  in  the 
preceding  sections,  the  mayor  and  aldermen  may  cause  a  suit  in  equity 
to  be  initituted  in  the  name  of  the  city,  in  the  supreme  judicial  court, 
in  the  county  of  Cumberland,  against  the  railroad  company,  its  directors 
and  any  other  persons,  as  may  be  necessary  for  the  purpose  of  discovery, 
injunction,  account  or  other  relief  under  the  provisions  of  this  act.  And 
any  judge  of  the  court  may  issue  a  writ  of  injunction,  or  any  other 
suitable  process,  on  any  such  bill,  in  vacation  or  in  term  time,  with  or 
without  notice,' and  the  court  shall  have  jurisdiction  of  the  subject  mat- 
ter of  such  bill,  and  shall  have  such  proceedings  and  make  such  orders 
and  decrees,  as  may  be  within  the  power  and  according  to  the  course  of 
proceedings  of  courts  in  equity,  and  as  the  necessities  of  the  case  may 
require. 

Sec.  24.  If  the  railroad  company  shall,  after  notice  of  possession  as 
aforesaid,  neglect  to  choose  directors  thereof,  or  any  other  necessary  offi- 
cers, or  none  such  shall  be  found,  the  mayor  and  aldermen  of  the  city 
shall  appoint  a  board  of  directors,  consisting  of  not  less  than  seven  persons, 
or  any  other  necessary  officers,  and  the  persons  so  appointed  shall  have  all 


*.«« 


road  company,  after 
and  by  whomsoever 
leld  for  the  use  and 
303  herein  provided, 
ig  the  same,  respec 
payment  shall  be  an 
therefor ;  but  if  any 
moneys  so  received 
be  a  discharge  of  all 

the  treasurer  of  the 
me  such  notice  may 
,  after  deducting  the 
xpenses  of  the  road, 
ar  repairs  necessary 
d.  Such  payments 
ry  calender  month, 
the  interest  due  as 
sioners  of  the  sink- 
ins  of  this  act,  and 

eight  hundred  and 
apply  any  moneys 
foregoing  provisions, 

be  recovered, in  an 

the  city  treasurer, 
f  him  held  and  ap- 


31 

iht  power  and  authority  of  officers  chosen  or  appointed  under  the 
provisions  of  the  act  establishing  said  company,  and  upon  their  acceptance 
of  such  offices,  shall  be  subject  to  all  the  duties  and  liabilities  thereof. 

Sec.  25.  This  act  shall  take  effect  from  and  after  its  approval  by  the 
governor,  so  far  as  to  empower  the  directors  of  the  railroad  company,  and 
the  inhabitants  of  the  city  to  act  upon  the  question  of  accepting  the  same. 
The  several  ward  meetings  of  the  inhabitants  for  that  purpose,  shall  bo 
called  and  holden  within  thirty  days  after  such  approval.  And  if  the 
act  shall  be  accepted  as  aforesaid,  then,  after  such  acceptance,  and  record 
thereof,  all  the  parts  of  the  act  shall  take  effect  and  be  in  full  force. 

Approved,  July  27,  1850. 


s  prescribed  in  the 
luse  a  suit  in  equity 
reme  judicial  court, 
mpany,  its  directors 
irpose  of  discovery, 
IS  of  this  act.  And 
Jtion,  or  any  other 
term  time,  with  or 
of  the  subject  mat- 
1  make  such  orders 
ing  to  the  course  of 
es  of  the  case  may 


ice  of  possession  as 
ither  necessary  offi- 
lermen  of  the  city 
than  seven  persons, 
tinted  shall  have  all 


''^ 


TBUST  MOBTGAGE 

To  secure  Bonds  of  the  Company,  April  1,  1851. 


Kmv3  all  men  hij  these  presents,  that  the  Atlantic  and  St.  Lawrence 
Railroad  Company,  a  corporation  established  by  the  Legislature  rt'  the 
state  of  Maine,  and  created  a  corporation  within  the  several  ocates  of 
New  Hampshire  and  Vermont,  by  the  Legislatures  of  tLose  states 
respectively,  for  the  purpose  of  eflecting  the  several  trusts  and  securities 
hereinafter  set  forth,  and  in  consideration  of  one  dollar  paid  by  the 
grantees  and  trustees  hereinafter  named,  doth  hereby  give,  grant,  bargain, 
Bell  and  convey  to  Ether  Shepley,  John  Anderson  and  John  Rand,  all  of 
Portland,  in  the  county  of  Cumberland,  m  the  state  of  Maine,  Esquires, 
and  to  their  survivors  and  successors  as  hereinafter  designated,  all  the 
railroad  of  said  company,  known  as  the  Atlantic  and  St.  Lawrence  Rail- 
road, situated  in  the  counties  of  Cumberland  and  Oxford,  in  the  state  of 
Maine,  and  continued,  and  to  be  continued,  through  the  northern  parts  of 
the  states  ot  New  Hampshire  and  Vermont,  including  all  the  land  and 
right  of  way  taken  and  held  by  said  company  in  the  states  aforesaid,  for 
the  purposes  of  its  road,  and  all  the  franchise  of  said  company  granted  by 
the  several  states  aforesaid,  together  with  all  the  real  estate  of  said  com- 
pany situated  in  the  said  counties  of  Cumberland  and  Oxford,  and  in  any 
county  or  counties  in  the  said  states  of  New  Hampshire  and  Vermont, 
and  all   the  rails  and  superstructure,  the  cars,  engines,  and  other 
furniture,  machinery  and  equipment  of  said  road,  and  all  other  personal 
property  of  said  company,  appertaining  to  and  connected  with  the 
customary  use  and  working  of  said  railroad  and  the  machinery  thereof, 
subject  to  the  prior,  lie,  s  of  the  city  of  Portland  upon  the  said  railroad' 
and  all  the  property  and  franchises  of  said  company  created  by  the 
several  acts  of  the  Legislature  ol  Maine,  passed  August  first,  one  thousand 
eight  hundred  and  forty-eight,  and  July  twenty-seventh,  one  thousand 
eight  hundred  and  fifty,  and  subject  to  a  mortgage  dated  February  third, 
A.  D.  one  thousand  eight  hundred  and  filty-one,  executed  and  delivered  by 


1, 1851. 


id  St.  Lawrence 
Jgislature  ri  the 
leveral  otates  of 
of  tliose  states 
ts  and  securities 
lar  paid  by  the 
,  grant,  bargain, 
)hn  Rand,  all  of 
laine.  Esquires, 
lignated,  all  the 
Lawrence  Rail- 
1,  in  the  state  of 
orthern  parts  of 
11  the  land  and 
!3  aforesaid,  for 
any  granted  by 
,te  of  said  com- 
ard,  and  in  any 

and  Vermont, 
es,  and  other 

other  personal 
cted  with  the 
linery  thereof  • 
J  said  railroad, 
;reated  by  the 
,  one  thousand 

one  thousand 
ebruary  third, 
id  delivered  by 


33 

the  said  company  to  the  said  city  of  Portland  under  the  provisions  of  th« 
act  aforesaid,  passed  July  twenty-seventh,  one  thousand  eight  hundred 
•nd  fifty,  and  to  any  uJ.or  and  furlher  f.ortgage,  which  may  at  any  time 
^  bo  m:ide  b>  said  company  to  said  city  in  pursuance  of  said  act,  and  sub- 
ject  also  to  any  and  all  future  assurances  and  conveyances  which  may  be 
ina<le  by  said  company  to  said  city  in  pursuance  of  covenants  lor  that 
purpose  contained  and  expressed  in  the  mortgage  aforesaid. 

To  have  and  to  hold  the  premises,  with  all  the  privileges  and  anpurte- 
•ances  thereunto  belonging,  to  them  the  said  grantees,  their  survivors 
«nd  successors  upon  the  conditions,  trusts  and  agreements,  hereinafter  set 
wrth,  as  follows : 

Whereas,  the  directors  of  the  said  railroad  company,  on  the  third  da/ 
©f  J^ebruary,  one  thousand  eight  hundred  and  fifty-one,  voted  "  that  this 
company  issue  a  series  of  bonds  to  the  amount  of  one  million  five  hundred 
thousand  dollars  payJ.Io  in   fifteen   years,  with   semi-annual  interest 
coupons  annexed,  of  the  following  denominations,  viz.:    $900  000  in 
bonds,  of  SIOOO  each  ;  $450,000  in  bonds,  of  $500  each  ;  both  made  paya- 
ble, principal  and  interest  in  Boston,  and  $150,000  in  bonds  of  $200 
•ach,  payable  principal  and  interest,  at  the  treasurer's  office  in  Portland 
•U  said  bonds  to  bear  date  the  first  day  of  April,  one  thousand  ei^ht 
hundred  and  fifty-one,"  and  whereas  the  stockholders  of  said  company'ou 
the  sixth  day  of  March,  one  thousand  eigh^   nmdred  and  fifty-one,  voted 
that  the  directors  be  authorized  to  make  a  mortgage  of  the  whole  road 
and  all  th<^  real  and  personal  property  and  franchise  of  the  company  to 
■ecure  the  aforesaid  boaJ     f  the  company  subject  to  the  prior  lien  and 
mortgage  to  the  city  of  Portland,  and  the  director"  of  said  company  have 
accordingly  issued  the  bonds  of  said  company  of  the  tenor  aforesaid,  and 
delivered  the  same  to  the  purchasers  thereof,  to  the  amount  in  the  aggre- 
gate of  $1,500,000,  and  the  said  grantees  herein  named,  have  agretd  to 
accept  the  said  conveyance  and  the  trusts  hereby  made,  created  and 
declared,  for  the  purpose  of  securing  the  payment  of  the  bonds  aforesaid 
With  interest  thereon,  according  to  the  tenor  thereof,  to  the  several  holders 
of  the  same. 

Now,  if  aaid  company  shall  well  and  truly  pay  the  interest  which  shall 
from  time  to  time  accrue  and  become  payable  upon  any  and  all  of  said 
Iwnds,  and  shall  well  and  truly  pay  the  principal  of  the  same,  at  the  matu- 
nty  thereof  then  this  deed  shall  be  void,  otherwise  shall  be  and  remaia 
in  full  force. 

.  It  IS  agreed  that  the  said  company  may  continue  in  possession  of,  and 

.manage  the  said  railroad  and  other  property  aforesaid,  so  long  as  it  shall 

punctually  pay  the  interest  and  principal  aforesaid  according  to  the  tenor 

«f  said  bonds,  and  may,  from  time  to  time,  renew  and  replace  any  of  the 

personal  property  hereby  conveyed  by  other  property  of  like  character. 


^k 


84 

and  suited  in  like  manner  for  the  purposes  of  said  railroad  according  ta 
the  charter  of  said  company. 

This  conveyance  is  made  upon  the  following  further  tiusts  and  agree- 
ments, that  is  to  say  :  ^ 
First.    If  the  said  railroad  company  shall  at  any  time  fail  to  pay  the 
mtarest  which  shall   become  duo  and  payable  upon  any  of  the  bonds 
aforesaid,  or  shall  fail  to  pay  the  principal  of  the  same,  according  to  the 
tenor  thereof,  it  shall  then  be  lawful  for  the  trustees  aforesaid,  their 
survivors  and  successors,  subject  to  the  prior  rights  of  the  city  of  Porthnd 
as  aforesaid, into  and  upon  all  and  singular  the  premises  heretofore  granted, 
to  enter,  and  the  same  to  take  into  their  actual  possession,  with  full  power 
and  authority,  as  trustees  as  aforesaid,  to  manage  and  control  the  said 
property,  franchise  and  estate,  and  to  work  the  said  railroad  and  machi- 
nery and  e(iuipment,  and  recaive  the  income,  rents  and  profits  thereof, 
and  after  providing  for  the  expenses  incident  to  such  management,  work- 
ing and  control,  and  necessary  to  keep  the  said  railroad  and  other  propertjp 
in  suitable  condition  for  business  according  to  the  charter  of  said  compa- 
ny, and  after  paying  whatever  sums  may  become  due,  from  time  to  time 
to  provide  for  payment  of  mterest  and  reimbursement  of  principal  of  the 
scrip  issued  by  the  city  of  Portland  and  delivered  to  the  said  railroad 
company  in  pursuance  of  the  several  acts  authorizing  the  said  city  to  aid 
the  construction  of  said  railroad,  to  apply  the  net  proceeds  and  balance  of 
such  income  remaining  in  the  hands  of  said  trustees,  to  the  payment  of 
the  interest  or  prmcipal  aforesaid  of  the  bonds  secured  by  this  convey- 
ance, which  shall  then  be  due  and  unpaid  as  aforesaid. 

Second.    If  at  any  time  the  said  company  shall  for  the  space  of  six 
months  after  any  such  entry  and  taking  of  actual  possession  by  the  said 
trustees,  fail  to  provide  for  and  supply  the  deficiency  of  interest  or  princi- 
pal due  as  aforesaid  upon  the  bonds  hereby  secured,  and  the  proceeds 
and  balance  as  aforesaid  of  the  rent,  income  and  profits  accruing  in  the 
hands  of  said  trustees,  shall  not  be  adequate  to  supply  such  deficiency,  and 
any  number  of  the  holders  of  said  bonds,  holding  not  less  than  five  hundred 
thousand  dollars  of  principal,  shall  request  in  writing  the  said  trustees  to 
eell  the  property,  estate  and  franchise  hereby  conveyed,  for  the  purpose 
of  iupplying  such  deficiency,  it  shall  be  lawful  for  said  trustees  and  their 
■uccessors,  to  sell  the  whole  property,  estate  and  franchises  hereby  con- 
Teyed  at  public  auction,  at  such  time  and  place  and  upon  such  terms  as 
they  shall  prescribe.    But  before  any  such  sale,  the  said  trustees  shall 
give  public  notice  thereof  by  advertisement,  to  be  inserted  in  at  least  two 
newspapers  printed  in  Portland,  once  a  week  for  three  months  prior  to  the 
time  of  such  intended  sale.    And  if  the  said  company  shall  before  actual 
lale  as  aforesaid,  pay  all  such  amounts  as  may  be  then  due  upon  any  and 
all  of  said  bonds  and  coupons,  and  all  the  expenses  incurred  by  the  said 
truiteei  to  that  date,  the  proceedings  under  such  notice  of  lale  shall  be 


rding  ta 


1  agrco- 


pay  the 
10  bonds 
ig  to  the 
ud,  their 
Portlmd 
granted, 
ill  power 
the  said 
d  machi- 
i  thereof, 
nt,  work- 
property 
d  compa- 

0  to  time 
pal  of  the 

1  railroad 
!ity  to  aid 
jalance  of 
lyment  of 
3  convey- 

ice  of  six 
y  the  said 
or  prinei- 
)  proceeds 
Ing  in  the 
iency,  and 
le  hundred 
trustees  to 
le  purpose 
I  and  their 
sreby  con- 
h  terms  as 
stees  shall 
it  least  two 
irior  to  the 
fore  actual 
in  any  and 
)y  the  said 
le  shall  be 


35 

•tayed  and  vacated,  and  no  sale  shall  take  place.    But  the  laid  trusteei 
and  their  successors,  may  upon  the  sams  terms  and  conditions,  give 
notice  of  sale  as  aforesaid,  whenever  and  so  often  as  there  may  be  s 
failure  to  pay  the  interest  and  principal  of  said  bonJs  due  as  aforesaid 
until  a  sale  shall  be  actually  made.    And  for  the  purpose  of  making  and 
•omploting  such  sale,  the  said  trustees  and  their  successors  are  hereby 
empowered,  with  authority  irrevocable,  to  make  and  execute  good  and 
lulliciont  deeds  to  pass  a  full  and  complete  title  to  any  and  all  the  property 
10  sold  and  conveyed,  and  out  of  the  proceeds  of  such  sale  after  paying  all 
expenses,  which  may  have  arisen  under  the  proceedings  of  said  trustees, 
89  herein  authorized,  to  receive  and  hold  the  net  proceeds,  and  apply  the 
lame  to  the  payment  of  all  said  bonds,  which  may  then  bo  outstanding, 
whether  the  same  have  matured  or  not,  and  all  the  interest  thereon,  which 
may  have  accrued  and  be  due  at  the  time  of  such  payment.    And  if  such 
net  proceeds  be  insuflicient  to  pay  the  whole  of  the  bonds  and  interest 
according  to  the  tenor  thereof,  then  the  same  shall  bo  distributed  and 
paid  proportionally  to  and  among  the  holders  of  the  bonds  then  out- 
■tanding  as  aforesaid.    And  if  any  balance  shall  remain  in  the  hands  of 
•aid  trustees,  after  paying  said  bondd  and  interest  and  all  expenses 
arising  in  execution  of  this  trust,  the  said  trustees  and  their  successors 
shall  account  for  and  pay  over  such  balance  to  said  company.    But  all 
the  rights  and  powers  ot  said  trustees  to  enter  upon,  sell  and  dispose  of 
the  property,  estate  and  franchise  aforesaid,  shall  be  subject  to  the  prior 
rights  of  the  city  of  Portland,  as  hereinbefore  defined  and  declared. 

Third.  Whenever  a  vacancy  shall  occur  in  the  number  of  the  trus- 
tees hereby  appointed,  by  the  death,  resignation,  permanent  disability, 
or  removal  from  this  state,  of  any  one  of  them,  whether  before  or  after 
his  acceptance  of  the  trust  hereof,  the  surviving  and  remaining  trustees 
shall  immediately  nominate  and  appoint  some  suitable  person,  an  inhabi- 
tant of  the  state  of  Maine,  to  supply  such  vacancy,  which  appointment 
shall  be  certified  upon  this  deed  under  the  hand  of  the  trustees  so  ap- 
pointing, and  shall  be  by  them  made  known  to  the  directors  of  said  com- 
pany. And  the  person  so  appointed  shall  succeed  to  and  have  all  the 
powers  of  the  trustees  in  whose  place  he  shall  be  appointed. 

If  at  any  time  there  shall  be  two  vacancies  in  the  number  of  said 
trustees,  the  nomination  and  appointment  to  supply  said  vacancies  shall 
be  mode  by  the  surviving  and  remaining  trustee,  in  the  same  manner 
and  under  the  restrictions  aforesaid,  and  all  the  successors  appointed  as 
aforesaid  shall  have  all  the  powers  hereby  granted  to  the  trustees  named 
in  this  instrument,  and  all  future  vacamcies  in  the  number  of  such  suc- 
cessors shall  be  filled  by  the  surviving  and  remaining  trustees  and  suc- 
cessors in  the  manner  hereinbefore  prescribed. 

And  so  often  as  any  new  trustee  or  trustees  hereof  shall  be  appointed , 
all  the  estate,  property  and  interest,  which  shall  for  the  time  being  be 


86 

hoHei  VI '^on  the  tniBti  hereof,  AM  be  thereupon  lo  conTeyed,  aiiigned 
and  Iraiinferred  by  the  acting  trustee  or  trustees,  to  such  new  trustee  or 
trusfoos,  as  that  the  same  shall  vest  in  and  be  hohlen  jointly  by  all  of  said 
trustees  to  and  for  the  same  trusts,  ami  upon  the  same  conditions,  and 
with  and  subject  to  the  same  powers  an<l  provisions  as  are  herein  con- 
tained and  declared  of  and  concerning  the  premises  granted,  and  th« 
tru.tees  named  in  this  instruraeiit,  so  far  as  the  same  trusts,  powers,  con- 
ditions itid  provisions  shall  then  bo  subsisting  and  capable  of  taking  effect 
Fourth.    Whenever  the  said  trustees  shall  have  entered  upon  and 
taken  possession  of  tne  property  hen^by  conveyed  for  the  purposes  herein 
provided,  if,  before  any  actual  sale  of  said  property,  the  said  company 
shall  have  fully  satisfied  and  performed  all  the  conditions  for  breach  of 
which  such  entry  was  made,  and  paid  all  the  expenses  incurred  by  said 
trustees  under  such  entry  and  possession,  or  the  same  shall  have  been 
■atisfied  and  paid  out  of  the  income,  rentf  and  profits  received  by  said 
trustees  from  working  and  managing  said  railroad  and  other  property, 
the  said  trustees  shall  thereupon  relinquish  to  the  company  all  possession 
and  control  ot  said  road  and  franchise  and  other  property,  and  any  time 
for  which  the  same  shall  have  been  held  by  said  trustees,  prior  to  any 
such  relitupiishment,  shall  not  be  taken  or  reckoned  as  eflecting  or  lead- 
ing  to  a  foreclosure  of  this  mortgage. 

Fifth.  Whenever  the  said  trustees  and  their  successors  ihall  be  in 
posse.'^iou  ot  said  railroad  and  other  property,  they  ihall  grant  all  such 
reason  \.  le  inspection  of  their  accounts,  records  and  proceedings,  as  may 
at  any  tiina  be  required  by  any  committee  of  the  directors,  or  of  th» 
■tockholders  of  said  company. 

And  the  said  trustees  shall  in  no  event  be  personally  liable  for  each 
other,  but  any  one  of  them  is  to  be  accountable  and  liable  only  for  hit 
own  act,  misdoing  or  neglect. 

And  the  said  company  hereby  covenants  and  agrees  to  and  with  the 
laid  tr':istee8,  that  upon  demand  of  said  trustees,  it  will,  at  any  time  here- 
after, subject  to  the  prior  rights  of  the  city  of  Portland,  as  aforesaid, 
make  any  other  and  further  assurance  and  conveyance  to  said  trustees, 
of  the  said  railroad  and  other  property  held  and  used  in  connection 
therewith,  as  the  same  shall  be  from  time  to  time  extended,  enlarged  and 
completed,  so  as  to  make  the  whole  of  said  road  under  the  several  char- 
ters of  the  company,  and  all  the  franchise  and  property  aforesaid,  subject 
to  and  liable  for  the  payment  of  the  bondi  and  interest  hereinbefore 
described. 

In  witietn  whereof,  the  said  Atlantic  and  St  Lawrence  Railroad  Com- 
pany, has  caused  these  presents  to  be  subscribed  by  Josiah  S.  Little, 
President  of  said  company,  and  the  seal  of  said  company  to  be  hereunto 
affix-id,  and  the  said  Ether  Shepley;  John  Anderson  and  John  Rand,  m 
te'itimony  of  their  acceptance  of  the  grant  and  trusts  hereby  made, 


87 

created  and  declared,  have  hcrennto  eevcrally  set  their  liandd  and  seala 
thia  first  day  of  April,  in  tho  year  of  our  Lord,  one  thon«and  eight 
hundred  and  fifty-one. 

JOSIAII  8.  LI  TTLE, 
President  of  (he  A.  ff  St.  L  li.  li.  Co.. 
ETIIKK  SHKI'I  KY, 
JOHN  ANDKUSON, 
JOHN  HAND. 
Signed,  lealed  and  delivered,  in  presence  of 

WM.  n.  WOOD, 
U.  W.  IIEUiiEY. 
Countersipned  by 

CUAS.  E.  BARRETT,  Treasurer 


STATE   OF   MAINE. 


An  Act  to  authorize  the  dty  of  Portland  to  graiii  further 

aid  in  the  construction  of  the  Atlantic  and  St. 

Lawrence  Railroad. 


Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  Legisla- 
ture assembled  —  as  follows  : 

Section  1.  The  city  of  Portland  is  hereby  authorized  to  make  a 
further  loan  of  its  credit  to  the  Atlantic  and  St.  Lawrence  Railroad 
Company,  for  the  purpose  of  aiding  the  final  completion  and  equipment 
of  the  railrond  of  said  company,  subject  to  thd'foUowing  terms  and  con- 
ditions. 

Sec.  2.    This  act  shall  not  take  effect,  unless  it  shall  be  accepted  by 

the  directors  of  said  railroad  company,  and  by  the  vote  of  the  inhabi- 
tants of  said  city  in  ward  meetings  duly  called  according  to  law ;  and  at 
least  two-thirds  of  the  votes  cast  at  such  ward  meetings  shall  be  neces- 
sary for  the  acceptance  of  the  act.  The  returns  of  such  ward  meeting! 
shall  be  made  to  the  aldermen  of  the  city,  and  they  shall  count  and  de- 
clare the  votes  returned,  and  the  city  clerk  shall  make  record  thereof. 

Sec.  3.  Upon  the  acceptance  of  the  act  as  aforesaid,  the  city  treas- 
urer shall  make  and  issue  for  the  purposes  contemplated  in  this  act,  th« 
scrip  of  said  city,  in  convenient  and  suitable  sums,  payable  to  the  holder 
thereof,  on  a  term  of  time  not  less  than  twenty,  nor  more  than  thirty 
years,  with  coupons  for  interest  attached,  payable  semi-annually  or 
yearly.  The  whole  amount  of  said  scrip  shall  not  exceed  the  sum  ot 
five  hundred  thousand  dollars,  and  the  same  shall  be  delivered  by  the 
city  treasurer  to  the  directors  of  th«  railroad  company,  subject  to  the 
several  provisions  of  thii  act.  The  proceeds  of  the  same  shall  be  ap- 
plied b}-  the  directors  of  the  company,  exclusively  to  the  constructiou 
and  necessary  equipment  of  the  Atlantic  and  St.  Lawrence  Railroad. 

Sec.  4.  Upon  the  delivery  of  the  scrip  as  aforesaid,  the  directors  of  the 
railroad  company  shall  execute  and  deliver  to  the  city  treasurer,  for  the 


39 

eity,  the  bond  of  the  company,  in  a  suitable  penal  sum,  conditional  that 
the  company  will  pay  the  interest  and  the  principal  of  laid  scrip,  and 
will  hold  the  city  harmless  and  free  from  all  expenditure,  damage  or  loss, 
on  account  of  the  issue  and  delivery  of  the  same. 

Sec.  6.  As  a  further  security  for  the  issue  and  delivery  of  the  scrip, 
the  directors  of  the  company  shall  also  deliver  to  the  city  treasurer,  the 
mortgage  bonds  of  said  company  issued  and  bearing  date  on  the  first  day 
of  April,  eighteen  hundred  and  fifty-one,  and  secured  by  a  deed  of  trust 
and  mortgage  of  said  railroad  and  the  franchise  and  property  of  the 
company,  of  the  same  date,  heretofore  executed  and  delivered  by  said 
company  to  trustees  for  the  benefit  of  the  holders  of  the  mortgage  bonds 
aforesaid.  The  amount  of  said  mortgage  bonds  so  delivered  to  the  city 
treasurer,  shall  be  equal  to  the  amount  of  the  scrip  issued  and  delivered 
under  this  act,  and  the  same  shall  be  held  by  the  city  treasurer  for  the 
time  being  as  collateral  security  to  the  obligation  and  bond  given  by  the 
company  as  aforesaid,  to  hold  and  save  the  city  harmless  on  account  of 
the  issue  and  delivery  of  said  scrip.  Upon  the  payment  by  the  company 
of  the  interest  which  shall  from  time  to  time  accrue  upon  the  said  scrip, 
the  city  treasurer  shall  cancel  and  surrender  to  the  company  an  amount 
of  the  interest  warrants  attached  to  said  mortgage  bonds,  equal  to,  and 
corresponding  as  nearly  as  may  be,  in  date,  to  the  amount  of  interest  lo 
paid  on  said  scrip. 

Sec.  6.  At  the  maturity  of  the  mortgage  bonds,  herein  provided  to  be 
delivered  as  collateral  security,and  after  the  payment  of  all  the  other  mort- 
gage bonds  issued  under  said  deed  of  trust  and  mortgage,  if  any  portion 
of  the  scrip  hereby  authorized  to  be  issued,  shall  be  unredeemed  and 
outstanding,  the  trustees  for  the  time  being  under  said  deed  of  trust  and 
mortgage,  shall  be  authorized  to  release,  assign  and  convey  to  the  city  oi 
Portland,  all  the  title  and  interest,  which  they  may  then  have  in  the  estate, 
property  and  franchise  of  the  company  by  virtue  of  said  deed,  and  of 
any  other  conveyances  made  in  pursuance  of  the  covenants  therein  con- 
tained, which  conveyance  shall  be  a  discharge  of  said  trustees  from  all 
the  trusts  created  and  declared  in  said  deed,  and  the  city  shall,  by  such 
conveyance  take  and  hold  the  said  estate  property  and  franchise  as  in 
mortgage,  for  the  security  and  indemnity  of  the  city,  on  account  of  the 
issue  and  delivery  of  its  scrip,  as  herein  authorized,  until  the  final  redemp- 
tion and  reimbursement  of  said  scrip,  and  the  interest  accruing  thereon. 

Sec.  7.  This  act  shall  take  effect  and  be  in  force,  from  and  after  its 
approval  by  the  governor,  so  far  as  to  authorize  the  directors  of  the  com- 
pany, and  the  inhabitants  of  the  city  to  act  upon  the  question  of  accppt- 
ing  the  same.  The  several  ward  meetings  of  the  inhabitants  for  that 
purpose,  shall  be  holden  within  three  months  after  such  approval.  And 
if  the  act  shall  be  accepted  as  aforesaid,  then,  after  such  acceptance,  and 
rconrd  tlsori'f.r,  al'  tlu^  p:\vt5  of  this  act  shall  take  effect  and  be  in  force. 

Approved,  February  13,  1852. 


STATE  OF  MAINE. 


An  Act  respecting  conveyances  talcen  hy  the  Commissionert 
of  the  SinMng  FiuidSy  of  the  Atlantic  and 
St.  Lawrence  Railroad. 


Be  it  enacted  hy  the  Senate  and  House  of  Representatives ,  in  Leg%$' 
latur*  assembled  —  as  follows  : 

Section  1.  If  the  commissioners  of  the  sinking  funds  created  under 
the  several  acts,  authorizing  the  city  of  Portland  to  aid  the  construction 
of  the  Atlantic  and  St.  La.rrence  Railroad,  passed  respectivelj  August 
first,  one  thousand  eight  hundred  and  forty-eight,  and  July  twcnty- 
sev.nth,  one  thousand  eight  hundred  and  fifty,  shall  at  any  time  have  or 
take  any  conveyance  to  themselves  in  their  capacity  as  commissioners  of 
said  funds,  their  successors  and  assigns,  for  the  purpose  of  securing  any  of 
the  investments  ot  said  funds,  all  the  title  and  estate  of  said  commissioners, 
under  such  conveyance,  shall,  in  case  of  a  vacancy  in  the  place  of  either 
of  them,  vest  in  the  remaining  commissioners,  and  shall  pass  to  and  be 
upheld  in  their  successors,  as  the  same  shall  be  lawfully  appointed  from 
time  to  time,  and  such  survivors  and  successors  shall  take  and  hold  the 
•aid  title  and  estate,  with  all  the  powers  necessary  to  effect  the  objects  of 
the  conveyance. 

Sec.  2.    This  act  shall  take  effect  from  and  after  its  approval  by  the 
governor. 

Approved,  February  17, 1853. 


An  Act  to  authorize  a  Lease  of  the  Atlantic  and  St. 

Lawrence  Railroad, 


Be  it  enacted  by  ihi  Senate  and  House  of  Representatives  in  Legislature 
assembled — as  follows  : 

S^:cTiox  1.  The  Atlantic  and  St.  Lawrence  Railroad  Company  it 
hereby  authoriz'id,  at  any  tim**  within  two  years  from  the  passage  of  thii 
act,  to  enter  into  and  execute  such  a  lease  of  the  railroad  of  said  company 
or  contract  in  the  nature  of  a  lease,  as  will  enable  the  lesst-es  thereof  to 
maintain  and  operate,  by  meuns  of  said  railroad  and  other  roads  in  exten- 
•ion  of  the  same,  a  connected  line  of  railroads,  from  the  Atlantic  ocean  at 
Portland  to  the  city  of  Montreal,  in  the  province  of  Canada,  and  thence 
to  the  western  pari  of  said  province;  but  nothing  contained  in  this  act  or 
in  any  lease  or  contract  that  may  be  entered  into  under  the  authority  of 
the  same,  shall  exonerate  the  said  company  or  the  stockholders  thereof 
from  any  duties  or  liabilities  now  imposed  upon  them  by  the  charter  of 
■aid  company,  or  by  the  general  laws  of  the  state.  Nor  shall  anything 
herein  contained  in  any  manner  limit  or  circumscribe  any  power  of  the  legis- 
latuie  of  this  state,  to  enact  laws  affecting  the  rights,  privileges,  or  dutiei 
of  said  company ;  and  a  majority  of  the  directors  of  said  company  shall 
always  be  citizens  of  this  state.  And  said  company  shall  keep  their  office 
and  books  in  this  state. 

Sec.  2.  No  such  lease  or  contract  shall  be  entered  into,  unlesi 
authority  for  that  pupose  shall  be  given  to  the  directors  of  said  company 
by  a  vote  of  the  stockholders  thereof,  at  a  legal  meeting  of  the  company. 

Sec.  3.  The  city  ot  Portland  shall  be  a  party  to  any  lease  or  contract 
that  may  be  entered  into  in  pursuance  of  this  act,  so  far  as  that  tha 
•written  assent  of  the  mayor  and  aldermen  of  the  city  shall  be  n  quired 
thereto,  whi'ih  assent  shall  be  expressed  under  thei.' signatures  or  thesif- 
nature  of  a  majority  of  them,  upon  the  instrument  of  lease  or  other  con- 
tract aforesaid.  And  no  alteration  of  the  terms,  conditions  and  proviiioni 
of  any  cuch  lease  or  contract  shall  have  any  validity,  unless  the  same  ii 
in  writing,  and  assented  to,  as  aforesaid,  by  the  mayor  and  aldermen,  ai 
•well  as  by  the  other  parties  to  said  lease  or  contract. 

Sec.  4.    This  act  shall  take  effect  upon  its  approval  by  the  governor. 

Approved,  Alarch  29,  1853. 


An  Act  to  provide  for  the  conversion  of  shares  in  the 

Capital  stock  of  the  Atlantic  and  St,  Lawrence 

Railroad   Company^ 


Be.  it  enacted  by  the  Senate  and  House  of  Representatives  in  Legislature 
assembled — as  follows : 

Section  1.  The  directors  of  the  Atlantic  and  St.  Lawrence  Eail- 
road  Company  are  hereby  authorized,  at  the  request  of  any  of  the  stock- 
holders of  said  company,  as  hereinafter  provided,  to  convert  the  share« 
in  the  capital  stock  of  said  company,  now  expressed  in  values  of  the  cur- 
rency of  the  United  States,  into  shares  expressed  in  values  of  the  sterling 
currency  of  England,  and  to  issue  certificates  thereof  in  shares  of  one 
hundred  pounds  sterling  each. 

Sec.  2.  Whenever  any  holder  of  the  present  stock  of  the  company 
shall  surrender  the  certificates  of  not  less  than  five  shares  thereof  to  the 
treasurer  of  the  company,  and  request  the  conversion  of  the  same  into 
sterling  shares  as  aforesaid,  the  treasurer  shall  issue  to  such  holder  c  to 
his  written  order,  certificates  of  one  share  of  one  hundred  pounds  sterling, 
equivalent  to  four  hundred  and  eighty-four  dollars,  for  every  five  shares 
of  the  present  stock  so  surrendered,  together  with  a  certificate  of  one 
fractional  share  right  of  the  par  value  of  sixteen  dollars  for  every  such 
five  shares  surrendered. 

Skc.  3.  For  the  purpose  of  converting  such  fractional  share  rights 
into  mtegral  shares  in  the  stock  of  the  company  of  either  denomination, 
any  person  holding  such  fractional  rights,  shaM  be  entitled,  on  application 
to  the  treasurer,  and  surrender  of  the  certificates  thereof,  to  receive  a 
certificate  of  four  shares  in  the  stock  of  the  company,  of  one  hundred 
dollars  each,  for  every  Iwenty-five  of  such  fractional  rights  so  surrendered 
and  in  like  manner  shall  be  entitled  to  receive  a  certificate  of  four  shares 
of  one  hundred  pounds  sterling  each  for  every  one  hundred  and  twenty-one 
ofsuch  fractional  rights  so  surrendered.  Whenever  any  new  issue  shall  be 
made  of  shares  in  the  capital  stock  of  said  comnanv  not  heretofore  sub- 


43 

scribed  for  and  taken,  such  new  sharei  may  be  of  elther'ot  vhe  denomi- 
nationi  of  stock  aforesaid,  at  the  option  of  the  person  entitled  thereto. 

Sec.  4.  All  dividends  which  shall  be  payable  by  the  company,  shall 
be  divided  in  equal  proportional  amounts  to  the  several  holders  of  the  stock 
of  both  denominations ;  and  whenever  a  stock  vote  shall  be  taken  at  any 
meeting  of  the  company,  the  number  of  votes  which  the  holder  of  any 
•terling  shares  shall  be  entitled  to  cast,  shall  be  the  product  of  the  num- 
ber of  his  shares,  including  such  as  he  may  represent  by  proxy,  multiplied 
by  four  and  eighty-four  hundredths,  disregarding  fractions  in  such  product. 

Sec.  5.  The  directors  of  said  company  are  further  authorized  to  open 
and  provide  for  the  keeping  of  transfer  books  for  such  sterling  shares  in 
London,  in  England,  under  such  regulations  as  they  may  deem  expedi- 
ent, for  the  convenience  and  security  of  the  stockholders  and  of  th« 
company.  They  may  also  adopt  such  form  of  certificates  of  shares  as  may 
be  suitable  to  eflect  the  objects  of  this  act,  and  may  insert  therein  a  stipu- 
lation for  the  payment  of  dividends  in  London,  which  stipulation  shall  b« 
binding  upon  the  company.  But  nothing  in  this  act  contained  shall 
exonerate  the  said  company  from  the  general  duties  and  liabilities  im- 
posed upon  them  by  the  charter,  and  by  the  general  laws  of  this  state ; 
and  the  principal  ofHce  of  said  company,  and  its  records,  books,  and 
papers,  except  the  transfer  ^books  aforesaid,  shall  continue  to  be  kept 
within  this  state. 

Sec.  6.  The  authority  granted  by  this  act  shall  not  be  exercised  until 
the  same  shall  have  been  approved  and  accepted  by  the  directors  of  said 
company,  and  by  the  stockholders  at  legal  meetings  of  those  bodies 
respectively,  nor  until  the  directors  have,  by  vote,  established  the  several 
regulations  and  forrus  required  for  efl'ecting  its  objects.  And  no  certifi- 
cate shall  bo  issued  as  herein  provided,  until  after  the  publication  of 
notice  by  authority  of  the  dire(;tors,  in  some  newspaper  printed  in  Port- 
land, that  the  act  has  been  accepted,  and  that  they  have  established  the 
several  regulations  and  forms  required  as  aforesaid. 

Approved,  September  28,  1853. 


LEASE 


To   Truscdes  for  thj  Grand  Tnink  Railway/   Company 
of  Canada,  August  5,  1853. 


Whereax,  the  Atlantic  and  St.  Lawrence  Railroad  Company,  a  corpora- 
tion established  by  the  legislature  of  the  state  of  Maine,  and  the  Grand 
Trunk  Railway  Company  of  Canada,  a  corporation  established  by  the 
legislature  of  the  province  of  Canada,  have  negotiated  respecting  the 
leasing  of  the  railroad  of  the  said  Atlantic  and  St.  Lawrence  Railroad 
Company  to  the  said  Grand  Trunk  Railway  Company,  under  the  authority 
granted  by  an  act  of  the  legislature  of  Maine,  passed  on  the  twenty-ninth 
day  of  March,  in  the  year  of  our  Lord  one  thousai.d  eight  hundred  and 
fifty-three,  entitled  an  act  to  authorize  a  lease  of  the  Atlan  ic  and  St. 
Lawrence  Railroad,  and  the  said  companies  have  preliminarily  agreed, 
the  said  Atlantic  and  St.  Lawrence  Railroad  Company  to  grant,  and  the 
■aid  Grand  Trunk  Railway  Company  to  accept  a  lease  of  said  railroad 
and  Its  appurtenances,  in  substance  upon  the  terms.agreements,  covenanti 
and  conditions  hereinafter,  in  this  instrument,  recited  and  set  forth,  but 
the  said  Grand  Trunk  Railway  Company  has  not  now  the  legal  compe- 
tency to  enter  into  and  execute  such  lease,  for  want  of  the  requisite 
legislative  authority  therefor,  and  the  Hon.  John  Ross,  of  Belleville,  in 
the  province  of  Canada,  Benjamin  IIolmks,  Esq.,  of  Montreal,  in  the 
•aid  province,  and  William  Jackson,  Esq.,  of  Birkenhead,  England, 
stockholders  in  said  Grand  Trunk  Hriilway  Company  in  furtherance  of 
the  objects  of  said  companies,  and  to  promote  the  ultimate  and  definitive 
execution  of  their  preliminary  agreement  as  aforesaid  have  undertaken, 
as  hereinafter  recited,  to  enter  into  and  accept  a  lease  of  said  railroad 
and  appurtenances  for  the  purpose  of  holding  the  same  in  belialf  of  said 
Grand  Trunk  Railway  Company  pending  and  until  the  procurement  of 
the  requisite  legislative  authority  to  enable  said  company  definitively  to 
execute  and  complete  said  preliminary  agreement,  an    in  its  own  behalf 


45 

to  enter  into,  execute  aid  accept  a  lease  as  aforesaid  and  with  tlio  intent 
that  as  soon  as  such  authority  shall  be  procured,  they,  the  said  Ross, 
Holmes  and  Jackson,  shall  assign  and  transfer  all  their  rijrht,  title  and 
interest  in  said  railroad  and  appurtenances,  to  the  said  Grand  Trunk 
Railway  Company  : 

And  whereas,  the  said  Atlantic  and  St.  Lawrence  Railroad  Company 
by  the  act  of  the  Legislature  of  Maine  aforesaid,  was  authorized  at  any 
time  within  two  years  from  the  passage  of  said  act,  to  enter  into  and  exe- 
cute such  a  lease  of  the  railroad  of  said  company  or  contract  in  the  nature 
oi  a  lease  as  would  enable  the  lessees  thereof  to  maintain  and  operate  by 
means  of  said  railroad  and  other  roads  in  extension  of  the  same,  a  con- 
nected line  of  railroads  from  the  Atlantic  ocean  at  Portland  to  the  city 
of  Montreal,  in  the  province  of  Canada,  and  thence  to  the  western  part 
of  said  province  : 

And  whereas,  the  stockholders  of  the  said  Atlantic  and  St.Lawrenco  Rail- 
road Company,  at  a  legal  meeting  held  on  the  tenth  day  of  June  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  fifty-three,  by  their 
vote  authorized  the  directors  of  said  company  to  enter  into  such  a  lease, 
or  contract  in  the  nature  of  a  lease,  as  is  contemplated  and  described  in 
the  act  aforesaid  : 

Now,  this  indentur e,'m3.de  this  fifth  day  of  August  in  the  year  aforesaid, 
between  the  said  Atlantic  and  St.  Lawrence  Rtiilroad  Company,  on  the 
one  part,  and  the  Hon.  John  Ross,  Benjamin  Holmes  and  William  Jack- 
son, Esquires,  aforesaid,  on  the  other  part,  ttvYjicsse^A,  that  in  consideration 
of  the  premises,  and  of  the  rents,  covenants  and  agreements  hewiinfter 
reserved  and  contained,  by  and  on  the  part  of  them,  the  said  Ross, 
Holmes  and  Jackson  to  be  paid,  done  and  performed,  the  said  Atlantic 
and  St.  Lawrence  Itailroad  Company,  doth  hereby  demise  and  lease  to 
them,  the   said   Ross,  Holmes  and  Jackson,  the   railroad  of  the  said 
Atlantic  and  St.  Lawrence  R  lilroad  Company,  as  now  chartered»  located 
and  constructed,  commencing  at  the  city  of  Portland,  in  the  state  of 
Maine,  extending  thence  to  tlie  boundary  lino  of  the  state  of  New  Hamp- 
shire, and  thence  continuing  through  the  state  of  New  Hampshire  to  and 
into  the  state  of  Vermont,  as  far  as  the  Common  Junction  at  Island  Pond, 
in  the  county  of  Essex,  in  said  state  of  Vermont,  together  with  all  the 
property  and  estate,  n'.d\,  personal  and  mixed,  wheresoever  the  same  may 
be   situated,  belonging   to  s;uil    Atlantic   and   St.    Lawrence   Railroad 
Compr\.iy,  ;tnpurlcnaut  to  and  designed  for  the  purposes  of  maintaining 
and  optMuling  said  railroad;  including  all  the  stations,  warehouses  and 
oth^)r  liuildlngs,  bridges,  piers,  wharves,  shore  rights,  water  rights  and 
harbor  privileges  belonging  to,  vested  in  or  possessed  by  said  Atlantic  and 
St.  Lawrence  Railroad  Company,  and  all  the  rights  of  way,  and  other 
easements,  rights  to  acquire  easements,  the   road  bed,  superstructure, 
equipment,  apparatus,  implements,  rails  and  other  materials  and  storee, 


46 

which  tho  said  company  possesses,  claims,  holds,  occupies  and  enjoys  or 
the  objects  of  its  incorporation,  under  the  charter  thereof,  according  to 
tho  schedule  of  said  property  and  estate  hereinafter  narai'd  and  marked 
'^schedule  of  property,"  also  all  the  tolls,  rates,  fares,  rents  and  income 
which  the  said  company  is  now  or  may  hereafter  be  entitled  to  receive 
and  take,  and  all  its  riyht  to  demand,  collect  and  receive  the  same,  and  all 
the  claims  of  every  nature,  credits,  choses  in  action,  causes  of  action, 
appeals  and  rights  of  appeal,  which  shall  belong  to  and  bo  held  by  gaid 
company  at  the  commencement  of  and  during  tho  term  herein  defined 
and  limited. 

To  have  and  to  hold  the  said  railroad,  property,  estate,  rights  andpriri- 
leges  and  all,  and  singular  the  premises  hereby  demised  with  the  appur- 
tenances thereof  to  them,  tho  said  Ross,  Holmes  and  Jackson,  and  the 
survivors  and  survivor  of  them,  in  trust,  until  assignment  thereof  as  herein- 
after provided  and  to  their  said  assigns  herein  designated,  for  and  during 
the  full  term  of  nine  hundred  and  ninety-nine  years,  from  the  first  day  of 
July,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
three. 

Subject  to  the  provisions  of  all  tho  special  acts  of  the  Legislatures  of  the 
states  of  Maine,  New  Hampshire  and  Vermont  respectively,  creating, 
limiting,  defining  or  restraining  the  rights,  privileges,  powers  and  duties 
of  the  said  Atlantic  and  St.  Lawrence  Railroad  Company,  and  to  all  the 
provisions  of  the  general  laws  of  said  states  jow  in  force,  and  which  icaT 
hereafter  be  enacted  affecting  the  said  company. 

Subject  also  to'the  provisions  of  any  and  all  mortgages,  grants,  leases  and 
conveyances  of  whatever  nature,  heretofore  executed  by  said  company  of 
its  said  railroad,  property,  estate,  privileges  and  rights,  or  any  part  thereof, 
and  to  all  Hens  and  incumbrances  now  lawfully  existing  on  the  same. 

Reserving  hereupon  a  yearly  rent  payable  by  the  said  lessees  and 
assigns  to  the  said  Atlantic  and  St.  Lawrence  Railroad  Company,  of  the 
sum  of  one  hundred  and  eight  thousand  nine  hundred  dollars,  being  at 
the  rate  of  six  dollars  in  the  hundred  by  the  year  upon  the  aggregate 
amount  of  eighteen  thousand  one  hundred  and  fifty  shares  in  the  capital 
stock  of  said  Atlantic  and  St.  Lawrence  Railroad  Company  at  the  par 
value  thereof,  being  all  the  shares  now  lawfully  issued  and  entitled  by 
virtue  of  existing  contracts  to  be  issued,  of  the  said  capital  stock,  except 
certain  collateral  shares  hereinafter  mentioned,  to  be  paid  in  equal  half 
yearly  payments  at  said  Portland,  on  the  thirty-first  day  of  December  and 
thirtieth  day  of  June,  in  every  year  for  and  during  tho  term  of  this 
lease. 

This  lease  is  irade  and' accepted  upon'the  following  further  terms, 
covenants  and  agreements — that  is  to  say : 

First.    The  said  lessees  are  to  maintain  and  operate,  and  hereby 
jointly  and  severally  covenant  for  themselves  and  the  survivors  and 


47 

•urvivor  of  them,  that  they  will  maintain,  operate,  use  and  employ  the 
railroad,  property,  estate,  rights  and  privileges  hereby  demised,  i"  lurther- 
ance  of  the  objects  contemplated  by  the  charier  of  the  said  Atlantic  and 
St.  Lawrence  Railroad  Company,  in  the  several  states  within  which  the 
•amo  IS  located  and  constructed,  and  in  pursuance  of  all  the  general  and 
special  laws  of  the  states  aforesaid  atTecting  the  same,  and  in  such  manner 
as  to  promote  the  best  public  convenience  and  advantage,  under  said 
charter  and  laws,  during  the  term  of  this  lease. 

Second.  The  said  lessees  further  covenant  as  aforesaid,  that  they  will 
at  all  times  during  the  term  of  this  lease,  maintain  and  keep  the  said  rail- 
road, buildings,  superstructure,  equipment  and  other  property  hereby 
demised  and  enumerated  in  the  schedule  of  property  aforesaid,  and  such 
58  may  be  substituted  in  pursuance  of  this  indenture,  in  place  of  the 
same,  in  good  and  substantial  repair  and  condition,  and  will  from  time  to 
time  make  such  alterations,  improvements  and  enlargements  of  said  rail- 
road and  its  appurtenances,  and  such  additions  to  and  renewals  of  its 
buildings,  ecpiipment,  apparatus  and  other  moveable  property  of  every 
kind  as  shall  bo  necessary  for  the  most  safe,  convenient  and  regular 
transportation,  to  the  largest  practicable  amount,  of  passengers,  goods  and 
mails,  upon  all  and  every  part  of  die  line,  and  from  all  the  several  stations 
of  said  railroad,  so  as  to  accomplish  most  effectually  the  public  objects 
contemplated  by  the  charter  of  said  Atlantic  and  St.  Lawrence  Railroad 
Company,  and  by  the  laws  of  the  several  states  r/r.;esaid  affecting  the 
■ame,  and  to  promote  and  sustain,  most  benel'ciaily,  all  the  possible 
reversionary  interests  of  the  said^Atlantic^auu  St.  Lawrence  Raihroad 
Company. 

Third.  The  said  lessees  are  hereby  authorized  to  sell  or  otherwise 
dispose  of,  alter,  amend  and  repair  any  of  the  buildings,  rails,  equipment, 
apparatus  or  other  moveable  property,  hereby  demised  and  enuinerated 
in  the  schedule  of  property  aforesaid,  or  which  may  at  any  time  be  used 
or  employed  in  or  about  said  railroad  or  be  appurtenant  thereto,  so  how- 
ever, that  in  all  such  cases,  and  the  said  lessees  hereby  covenant  as  afore- 
said, that,  In  all  such  cases,  there  shall  be  substituted  in  place  ot  that  which 
id  sold  or  otherwise  disposed  of,  altered,  amended  or  repaired,  other 
property  of  the  like  kind,  and  equally  good  or  better  for  the 
like  purposes — and  the  said  lessees  are  hereby  further  authorized  lo 
cause  to  be  made  or  constructed  any  new  buildings,  tracks,  rails,  appara- 
tus, equipment  or  other  moveable  property,  necessary  and  beneficial  to  be 
used  for  the  purposes  of  said  railroad,  and  to  make  any  and  all  improve- 
ments, alterations  and  repairs,  renewals  and  enlargements  of  said  railroad, 
■nhich  may  be  necessary  for  the  greatest  efficiency  and  use  of  the  same, 
but  not  so  as  to  divert  the  same  from  its  present  location,  nor  to  impair 
the  most  convenient  public  use  of  the  same. 

Fourth.    The  said  lessees  further  covenant  as  aforesaid,  that  they  will 


48 

duly  pay  the  rent  herein  reserved,  at  the  times  and  in  the  manner  herein 
provided,  without  duinaad  of  the  same,  and  will  duly  pay  all  taxt'S  which 
may  lawfully  be  assessed  in  any  jurisdiction,  and  for  any  purpose,  upon 
any  and  all  the  corporate  property,  rights,  estate  and  franchise  of  the  said 
Atlantic  and  St.  Lawrence  lliiilroad  Company. 

Fifth.  The  said  lessees  further  covenant  as  aforesaid,  that  they  will 
assume,  provide  for,  satisfy  and  fully  discharge  all  the  debts,  liabilities  and 
oblig  vtious  of  the  said  Atlantic  and  St.  Lawrence  Railroad  Company, 
which  are  over  and  above  the  funded  debt  liereinafter  mentioned,  and 
which  are  enumerated  in  the  schedule  thereof  licreinafter  named,  and 
txiarked  "  schedule  of  debts"  and  all  the  debts,  liabilities  and  obligations, 
if  any,  which  may  hereafter  during  the  term  of  this  lease  by  implication 
of  law,  arise  against  and  be  due  from  said  company,  and  will  fully  and 
forever  guarantee,  indemnify,  save  and  hold  harmless  the  said  Atlantic 
and  St.  Lawrence  Kailroad  Company  and  the  stockholders  thereof  against 
all  liability  for  principal  or  interest  on  account  of  any  mortgage  bonds 
heretofore  issued  by  said  company,  and  on  account  of  anv  bonds,  mort- 
gages, obligations  or  assurances  heretofore  given  by  said  company  to  the 
city  of  Portland,  to  secure  the  said  city  for  the  loan  of  its  credit  to  said 
company. 

Sixth.  The  said  lessees  further  covenant  as  aforesaid,  that  they  will 
forever  guarantee,  indemnity,  save  and  hold  harmless  the  said  company 
against  all  liability  for  payment  of  principal  or  interest  of  the  certificates 
of  loan  heretofore  issued  by  said  city  to  said  Atlantic  and  St.  Lawrence 
Railroad  Company,  in  aid  of  the  construction  of  said  railroad,  and  against 
all  costs  and  expenses  arising  from  any  suit  or  legal  proceeding  instituted 
by  any  holder  of  such  certificates,  and  will  undertake  and  perform  all  the 
duties  and  assume  all  the  Habilites  imposed  upon  the  said  Atlantic  and 
St.  Lawrence  Railroad  Company  by  the  several  acts  of  the  Legislature  of 
Maine,  authorizing  the  said  city  to  issue  the  certifit.-ates  aforesaid,  and  will 
duly  provide  for  and  make  all  such  contributions  and  payments  as  the 
said  Atlantic  and  St.  Lawrence  Railroad  Company  is  by  law  required  to 
make  to  the  several  sinking  funds,  created  and  establisi  ed  by  acts  of  the 
Legislature  of  Maine  for  the  reimbursement  of  the  loans,  or  any  part  of 
the  loans  so  made  by  the  city  of  Portland. 

Seventh,  The  said  lessees  further  covenant,  as  aforesaid,  that  they  will, 
from  and  after  the  execution  of  this  indenture,  assume  the  defence  of  all 
■uits,  actions,  complaints  and  prosecutions,  which  may  then  be  pending, 
or  whica  may  thereafter  '  j  brought  against  the  said  Atlantic  and  bt. 
Lawrence  Railroad  Company,  or  any  of  its  officers,  servants  or  agents, 
for  anything  by  them  done,  under  authority  and  in  behalf  of  said  com- 
pany, and  will  indemnify  and  save  harmless  the  said  company,  and  the 
stockholders  thereof,  against  all  costs  and  expenses  incurred  in  such  de- 
fence, and  against  any  and  all  judgments  which  may  be  recovered  in  such 


49 

th  sai.l  Atlan  ic  an.I  St.  Lawren.o  Itailroa.l  Company,  and  tl.e  stock- 
hoMor.thoreot,a,ai,.talIclaim,a..io„s,<lan..oarulL 
anytlun,  wh.  h  may  bo  done  or  omitted  by  the  said  lies,  or  any  of 
hen,  win  c  exerdsing,  or  assuming  to  cxcrciso  any  of  their  ^olersifd 
nyhts,  nnder  tins  indenture,  and  on  account  of  an/and  all  act.,  omi  sions 
or  neglects  of  any  kind,  in  any  n.anner  done  or  suffered  by  h  3^103 
sees,  or  any  of  their  servants  or  agents.  ^  ' 

Z:/V/M  The  sai.l  lessees  further  covenant,  as  aforesaid,  that  they  ^vilI 
on  or  Hfore  the  expiration  of  every  year  during  the  term  of  this'lcl sc 
pay  to  he  saul  Atlantic  and  St.  Lawrence  llailroad  Company,  the  Turn 
of  five  hundred  dollars,  for  all  such  necessary  expenses  nl  th  '  c  piny 
may  n.c„r,  wuh.n  the  year  aforesaid,  for  the  compensation  of  such  oilZ 
as  n  ay  be  required  m  n.a.ntaming  the  organization  of  said  con.pany,  for 
mc.dental  charges  attending  the  holding  of  its  corporate  meetfngs 'and 
for  all  necessary  proeoeduigs,  in  maintaining  and  preserving  its  coi^iratc 

Ninth.  The  said  lessees  further  covenant,  as  aforesaid,  that  they  will 
never  underlet  nor  assign  this  lease,  or  any  part  of  their  term  tlfcrdn 
except  by  assignment  to  said  Grand  Trunk  Railway  Company,  as  here- 
inafter provKled  and  that  they  will  at  all  times  do,  observe'and  per  Z 
^hatever  may  be  lawfully  an.l  reasonal,ly  required  on  their  par  tot' 
done,  observed  and  performed,  to  uphold,  protect  and  maintain  thel;: 
clnse,nghts  and  interests  of  said  Atlantic  and  St.  Lawrence  llailroad 
Company,  and  that  they  will  not  do.  nor  voluntarily  sufler  anything 

Tenth.    And,  whereas  the  said  Atlantic  and  St.  Lawrence  Railroa.l 
Company,  and   .-    St.  Lawrence  and  Atlantic   Railroad  Company  a 
con^oraMon  established  by  the  Legislature  of  the  Province  of  Canada 
and  designed  to  effect,  through  the  connection  of  the  respectue  railroads 
of  said  con.panies  a  communication  befc^veen  the  city  of  Portland  and  the 
city  of  Montreal,  by  a  certain  instrument  or  fundamental  articles  of  mu- 
tual agreement,  entered  into  by  them,  on  the  seventeenth  day  of  April 
in  the  year  of  our  Lord  one  thousand  eight  hundred  and  forty-six.  estab-' 
lished  certain  mutual  regulations,  providing,  amongst  other  things,  for  the 
mode  and  terms  of  transacting  the  joint  business  upon  said  railroads,  and 
for  the  government  of  said  companies  in  relation  thereto,  and  the  said  St 
Lawrenceand  Atlantic  Railroad  Company  has  since  that  time  been  con- 
solidated into,  and  become  a  part  of  the  said  Grand  Trunk  liaUway 
Company :  •' 

Noio  the  said  lessees  further  covenant,  as  aforesaid,  that  they  wHl  at  aU 


50 

timo3  fiutlifiilly  observe  and  do  wh.atovcr  remains  executory,  snlwisting 
and  unpcrfonned,  of  the  aj^rceinents  a':d  n';j;uIatIons,  ho  entered  into  and 
adopteil  by  the  Hnid  St.  Lawrenee  and  Atlantic;  Iljiilroad  Company,  and 
consistent  witU  the  relations  of  the  parties  to  this  lease,  and  that,  in  the 
event  of  a  surnmchir  or  forfeiture  of  this  lease,  the  said  (irand  Trunk 
Railway  Company  shall  and  will,  nevertlaless,  assume,  perform  and  con- 
tinue to  perform  and  observe,  all  tlie  a<^reements  and  rej^ulations  so 
entered  into  and  adopted  by  the  said  St.  Lawrence  and  Atlantic  Railroad 
Company,  and  then  remaining  executory,  subsisting  and  unperformed. 

Eleventh.  If  the  said  lessees  shall  at  any  tin»c  fail  to  pay  the  rent 
herein  reserved,  as  the  same  shall  become!  payable,  and  shall  suller  the 
game  to  be  in  arrears  tor  more  than  sixty  da}s,  from  and  after  the  time 
the  same  became  payable,  they  shall,  upon  such  fiiilure  and  suffering  the 
said  rent  to  be  in  arrears,  be  liable,  without  any  demand  or  notice  by  the 
•aid  Atlantic  and  St.  Lawrence  Railroad  Company,  to  sulTer  the  forfeit- 
ure of  this  lease,  as  hereinafter  prov'.ded. 

If  the  said  lessees  shall,  at  any  time,  fail  to  pay  the  interest,  which  shall 
become  due  and  i)ayablc  upon  any  of  the  certificates  of  loan,  issued  by 
the  city  of  Portland,  as  hereinbefore  mentioned,  or  shall  neglect  or  omit 
to  pay  the  principal  of  any  of  said  certificates,  for  more  than  six 
months  after  the  maturity  thereof,  they  shall,  upon  such  failure,  or  such 
neglect  and  omission,  be  liable,  without  any  demand  or  notice  by  the 
said  Atlantic  and  St.  LaAvrcnce  Railroad  Company,  or  any  i)ersoii  or  cor- 
poration interested  therein,  to  suffer  the  forfeiture  of  this  lease,  as  here- 
inafter provided. 

If  the  said  lessees  shall  at  any  time  fail  to  pay  the  interest,  which  shall 
become  due  and  payable,  ujwn  any  of  the  mortgage  bonds  heretofore 
issued  by  the  said  Atlantic  and  St.  Lawrence  Railroad  Company,  or 
shall  neglect  or  omit  to  pay  the  principal  of  any  of  said  mortgage  bonds, 
for  more  than  six  months  after  the  maturity  thereof,  the  said  lessees  shall, 
upon  such  failure,  or  such  neglect  and  omission,  be  liable,  without  any 
demand  or  notice  by  the  said  Atlantic  and  St.  Lawrence  Railroad  Com- 
pany, or  any  holder  of  said  mortgage  bonds,  to  suffer  the  forfeiture  of  tliis 
ease,  as  hereinafter  provided. 

Buf  these  stipulations  and  agreements  for  forfeiture,  so  far  as  relates  to 
the  certificates  of  loan,  aforesaid,  issued  by  the  city  of  Portland,  and  to 
the  mortgage  bonds,  aforesaid,  are  to  be  understood  and  taken  as  nubject 
to  the  provision,  that  if  said  lessees  shall  duly  provide  the  requisite  funds 
for  the  payment  of  the  principal  and  interest,  which  shall  become  due 
and  payable  at  any  time,  upon  the  certificates  of  loan  and  mortgage 
bonds  aforesaid,  and  shall  deposit  such  funds  with  some  suitable  depositary, 
at  the  times  and  places,  when  and  where  such  principal  or  interest  shall  be 
payable,  according  to  the  tenor  of  the  certificates  and  bonds  aforesaid, 


51 

payable  on  doman.l  fo  tho  holders  thereof,  an.l  nhaU  .he  rcn^onibk 
pu  .1...  nofoo  of  «,u.h  deposit,  then  tho  «aid  Iohhc.  shall  nrho Tofn' 
M.  (..r  nor  hU>!e  to  sulfor  any  forfeita..e,  Uy  reason  of  „  y  d  ay "n  ht 
part  ot  .he  holders  of  su.h  eertin,.ate.  and  l.nds  to  .le„,and  and  ace  nt 
paynct  of  tho  prhu-ipal  or  interest  duo  thereon,  but  shall,  eve  th  f, 
be  and  reman,  liable  at  all  events,  for  the  Hdelity  of  the  d  nos  ta  v  !  h 
Whon.  .neh  fnnds  .shall  be  deposited,  and  for  the  securi  y'  r'p 
applieation  of  the  same.  ^         l"opcr 

If  the  wid  le,see,  shall  fail  to  pay  and  di.eharge  the  debts,  liabilitieg 
*nd  obl.gat.ons  of  te  said  Atlantie  an.l  8t.  Lawrence  Railroad  Compa     ' 
wh.eh  are  over  and  above  the  funded  debt  hereinafter  menti.  J    M 
wh.eh  are  en.mnrated  in  tho  schedule  of  debts  hereinafter  r  -u  .  i\  d 
shall  sufler  such  debts,  liabilities  an.l  obligations  to  be  in  a  -./'and 
unpatd  to  an  amount  e.iual  to  twenty-five  thousand  dollars,  for  more  than 
ninety    ays  after  the  maturity  of  that  amount  in  the  aggregate,  and  after 
not  CO  of  such  arrears  g.ven  by  authority  of  the  d.rectors  of  said  Atlantic 
and  St.  Lawrence  lla.lroad  Company  to  the  said  lessee,  or  any  ot  them 
or  to  any  ortieer  of  said  Grand  Trunk  Railway  Company,  at  the  principal 
ofhce  of  said  company  m  Canada,  the  said  lessees  shall,  upon  such  failure 
and    ufFermg  such  arrears  to  remain  for  the  time  aforesaid,  be  liable  to 
sutler  the  forfeiture  of  this  lease  as  hereinafter  provided. 

Ticel/th.    In  the  event  of  any  failure,  neglect  and  omission  by  the 
said  lessees  or  the  survivors  or  survivor  of  them  or  their  assign.,  hereinafter 
designated,  to  make  the  payments  provided  lor  and  specifled  ir.  the 
eleventh  article  hereof,  as  therein  required,  and  which  failure,  ncrrlect, 
omission  and  the  suffering  of  such  payments  to  be  in  arrears,  it  is  therein' 
declared,  shall  render  the  said  lessees  liable  to  suffer  the  forfeiture  of  this 
lease,  the  said  Atlantic  and  St.  Lawrence  Railroad  Company,  into  and 
upon  all  the  said  railroad,  property  and  estate  hereby  demised,  and  into 
and  upon  all  the  improvements  thereof,  and  property  substituted  there- 
for, or  into  and  upon  any  part  thereof  in  the  name  of  the  whole,  shall 
have  the  right  immediately  or  at  any  time  thereafter,  without  other  notice 
or  demand  than  is  hereinbefore  provided,  to  re-enter  and  take  and  hold 
possession  of  the  same,  and  use  and  operate  the  same,  and  take  the 
income  and  profits  thereof,  and  the  said  lessees  and  all  their  servants  and 
agents  to  dispossess  and  amove,  and  may  at  the  time  of  such  re  entry  or 
at  any  time  thereafter,  give  written  notice  to  the  said  lessees  or  any  of 
them,  or  to  the  said  Grand  Trunk  Railway  Company,  that  it  holds  the 
said  railroad  property,  estate  and  improvements  for  the  pvrpose  of  effecting 
the  determination  of  this  lease  and  enforcing  the  forfeiture  thereof  for 
the  specified  breach  or  breaches  of  covenant  for  which  such  entry  was 
made ;  which  written  notice  shall  be  sufficient,  if  delivered  by  authority 
of  the  directors  of  said  Atlantic  and  St,  Lawrence  Railroad  Company,  to 


52 

any  one  of  said  lessees  or  to  any  officer  of  the  said  Grand  Trunk  EailwaT- 
Company  at  the  principal  office  of  said  company  in  Canada,  or  in  case  ot 
inability  to  deliver  notice  as  aforesaid,  by  publishing  such  notice  for  two 
weeks,  in  some  public  journal  in  the  city  of  Montreal.  If  the  said  lessees 
shall  not,  within  eighteen  months  after  the  delivery  of  notice  or  the  last 
publication  thereof  as  aforesaid,  repair,  supply  and  make  good  all  the 
deficiency  and  breach  of  covenant  for  which  such  erftry  was  made,  with 
interest  for  the  time  of  such  deficiency  upon  the  sum  or  sums  unpaid  and 
in  arrears,  all  the  estate,  rights  and  interests  of  the  said  lessees  shall  be 
absolutely  determined  and  forfeited,  and  the  said  Atlantic  and  St.  Law- 
rence Railroad  Company  shall  have  and  hold  all  the  said  railroad 
property  and  estate  demised,  and  all  the  improvements  thereof  and 
property  substituted  therefor,  and  all  the  income  thereof,  as  in  and  of  its 
former  estate  and  to  its  own  use,  without  liability  to  account  to  said  lessees 
for  any  of  said  property,  estate,  improvents,  substitutions  or  income,  or 
to  refund  or  reimburse  to  said  lessees  any  sum  by  them  before  that  time 
advanced,  paid  or  applied  in  fulfilment  or  part  fulfilment  ot  any  of  the 
covenants  and  agreements  herein  expressed.  But  if  the  said  lessees  and 
thesurvivors  and  survivor  of  them  and  their  assigns  hereinafter  designated, 
shall  at  any  time  after  such  entry  for  breach  of  covenant  and  before  the 
expiration  of  eighteen  months  aforesaid,  from  the  delivery  or  publication 
of  notice  aforesaid,  repair,  supply  and  make  good  all  the  deficiency  and 
breach  of  covenant  for  which  such  entry  was  made,  with  interest  as  afore- 
said, then  the  said  lessees  and  the  survivors  and  survivor  of  them,  and 
their  assigns  aforesaid,  shall  be  restored  to  the  possession,  use  and  enjoy- 
ment of  all  the  demised  premises  and  the  improvements  thereof  and 
property  substituted  therefor  as  fully  and  amply,  and  to  all  intents  and 
purposes  as  if  no  such  deficiency  and  breach  of  covenant  had  occurred 
and  the  said  Atlantic  and  St.  Lawrence  Railroad  Company  shall  restore, 
end  hereby  covenants  that  it  will  restore  and  yield  possession  as  afore- 
aaid,  and  will  account  for  and  pay  to  the  said  lessees  and  the  survivors 
and  survivor  of  them  and  their  assigns  aforesaid,  all  the  net  profits  and 
income  received  by  the  said  Atlantic  and  St.  Lawrence  Railroad  Company 
by  virtue  of  its  entry  and  possession  aforesaid. 

Thirteenth,  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
on  its  part  hereby  covenants,  that  it  shall  and  may  be  lawful  to  and  for 
the  said  lessees  and  the  survivors  and  survivor  of  them  and  their  assigns 
aforesaid,  paying  the  rent  herein  reserved,  and  providing  for,  and 
making  all  the  other  payments  required  and  provided  for  in  the 
eleventh  article  hereof,  peaceably  and  quietly  to  have,  hold,  use,  occupy 
and  enjoy  all  and  singular  the  premises  hereby  demised,  with  the  appur- 
tenances, for  and  during  the  said  term  ot  nine  hundred  and  ninety-nine 
years  hereby  demised,  without  any  molestation  whatsoever  of  or  by  the 


53 

said  Atlantic  and  St.  Lawrence  Railroad  Company  or  assigns,  or  any 
person  or  persons  lawfully  or  equitably  claiming  or  to  claim,  by,  from,  or 
under  said  company.  '  ' 

J^ourlcenlh.  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
father  covenants  taat  .t  will  during  the  term  hereby  demised,  uphold 
and  mamtain  the  lawful  organization  of  said  company,  and  will  do  all 
things  on  its  part  required  to  be  done  to  uphold  and  save  inviolate  the 
charter  and  franchise  thereof;  and  will,  from  time  to  time,  elect  and 
appoint  all  such  officers,  agents  and  servants,  as  it  may  by  law  be  required 
to  elect  and  appoint  for  the  purpose  of  so  maintaining  its  organization 
charter  and  franchise,  and  will  invest  them  with  such  powers  and  duties 
as  may  be  necessary  to  secure  and  maintain  the  corporate  efEciency  of 
said  company  according  to  law. 

F^teenih.  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
further  covenants,  that  after  the  execution  of  this  lease  and  until  the 
determination  thereof,  it  will  not,  without  or  beyond  the  request  and  con- 
sent  of  the  said  lessees,  issue  any  further  shares  in  the  capital  stock  of 
said  Atlantic  and  St.  Lawrence  Railroad  Company  beyond  the  number 
of  shares  now  lawfully  issued,  or  entitled  by  virtue  of  existing  contracts  to 
be  issued,  as  hereinbefore  mentioned,  and  will  not  after  the  execution  of 
this  lease  and  until  the  determination  thereof,  without  or  beyond  the 
consent  of  the  said  lessees  create  any  new  debt  against  said  Atlantic  and 
bt.  Lawrence  Railroad  Company,  nor  issue  or  deliver  any  previously 
executed  evidence  of  debt  for  which  the  said  companv  shall  not  have 
received  value  at  the  date  of  the  execution  of  this  lease,  nor  voluntarily 
do  any  act  whereby  any  obligation  or  indebtedness  shall  result  against 
said  company  ;  but  may,  nevertheless,  execute  and  deliver  any  new  evi- 
dence of  debt  for  indebtedness  now  existing,  or  in  liquidation  of  sub- 
sisting  contracts. 

SixteentL  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
further  covenants,  that  the  said  les-ees  shall  be  entitled  to,  and  shall  have 
all  the  benefit  and  advantage  secured  by  law  to  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company,  arising  or  to  arise  from  the  establishment 
and  operation  of  the  several  sinking  funds  created,  as  hereinbefore 
mentioned,  for  the  redemption  and  reimbursement  of  the  certificates  of 
loan  heretofore  issued  by  the  city  of  Portland  as  aforesaid,  and  shall  be 
entitled  to  use  and  enjoy  all  the  remedies  which  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company  has,  or  may  have,  to  secure  the  proper 
custody  and  management  of  said  funds,  and  to  use  the  name  of  the  said 
Atlantic  and  St.  Lawrence  Railroad  Company  whenever  necessary  for 
the  enforcement  of  such  remedies. 

Seoenteentk.  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
further  covenants,  that  it  will  on  its  part  observe  and  keep  all  the  agree- 


54 

roents  and  regulations  established  and  adopted,  in  and  by  the  fundamental 
articles  hereinbefore  mentioned,  entered  into  between  the  said  corapdny 
and  the  Atlantic  and  St.  Lawrence  Railroad  Company,  under  date  of 
April  17th,  1846,  and  now  remaining  executory,  subsisting  and  unper- 
formed. 

Eighteenth.  In  further  consideration  of  the  premises,  the  said  Atlantic 
and  St.  Lawrence  Railroad  Company  hereby  assigns  to  the  said  lessees 
all  the  contracts,  bonds,  notes,  accounts,  choses  in  action,  claims,  actions 
and  causes  of  action,  judgments,  appeals  and  rights  of  appeal,  which  the 
aaid  Atlantic  and  St.  Lawrence  Railroad  company  now  possesses,  or  to 
which  it  is  entitled,  and  hereby  constitutes  the  said  lessees  and  the 
survivors  and  survivor  of  them,  its  attorney  irrevocable,  until  the 
determination  of  this  lease,  with  authority  to  appoint  the  said  Grand 
Trunk  Railway  Company  their  substitute,  and  with  power  in  the  name 
of  said  assignor,  but  to  the  use  and  at  the  cost  of  the  assignees  to  demand, 
sue  for,  prosecute,  enforce,  satisfy,  recover  and  enjoy  all  the  contracts 
and  other  things  hereby  assigned,  and  in  like  manner  in  the  name  of  the 
said  Atlantic  and  St.  Lawfence  Railroad  Company,  hut  at  the  cost  and 
to  the  use  of  the  said  assignees,  to  prosecute  all  causes  of  action  which 
may  hereafter  during  the  term  of  this  lease,  accrue  io  the  said  Atlantic 
and  St.  Lawrence  Railroad  Company,  against  any  person  or  corporation, 
other  than  the  said  lessees  and  any  person  or  corporation  claiming  or 
acting  by  or  under  their  authority  or  authority,  from  them  derived. 

Nineteenth.  The  said  Atlantic  and  St.  Lawrence  Railroad  Company 
bcroby  further  covenants,  that  it  will  at  all  times  hereafter,  grant  to  the 
said  lessees,  all  such  access  to  and  inspection  of  the  books,  accounts,  title 
deeds,  records,  files  and  vouchers  of  the  said  Atlantic  and  St.  Lawrence 
Railroad  Company,  as  may  be  necessary  to  facilitate  the  operations,  and 
secure  the  in'.erests  of  the  said  lessees,  under  this  indenture. 

Twentieth.  The  Atlantic  and  St.  La^vrence  Railroad  Company  hereby 
declares  its  consent,  that  the  lessees  herein  named,  and  the  survivors  and 
survivor  of  them,  whenever  and  so  soon  as  the  said  Grand  Trunk  Rail- 
way Company  shall  have  the  requisite  authority  to  accept  an  assignment 
of  this  lease,  may  assign  the  same  to  said  comi>any,  with  all  the  rights, 
title  and  interest  of  the  said  lessees  therein,  and  with  all  their  privileges 
and  powers  under  the  same :  and  the  said  lessees  hereby  jointly  and 
severally  covenant,  that  whenever  such  authority  shall  be  so  acquired  by 
the  said  Grand  Trunk  Railway  Company,  they  and  the  survivors  and 
survivor  of  them  will,  within  one  year  thereafter,  execute  in  due  form  of 
law,  and  deliver  a  valid  and  effective  assignment  of  this  lease,  and  of  all 
their  right,  title  and  interest  therein,  and  of  all  their  powers  and  privi- 
leges under  the  same,  to  the  said  Grand  Trunk  Railway  Company,  to 
have  and  to  hold  to  said  Company,  for  all  tlie  time  then  remaining  unex- 


55 

pired  of  the  term  herein  demised,  and  will  surrender,  yield  and  make 
over  to  said  company,  all  their  possession  in  and  of  the  railroad,  property 
and  estate  hereby  demised,  and  all  things  whatsoever,  by  them  acquired 
and  held  under  this  lease,  appurtenant  to  said  railroad  property  and 
estate,  and  used  for  the  purposes  thereof. 

^  Upon  the  execution  and  delivery  of  such  assignment,  and  acceptance 
of  the  same  by  the  said  Grand  Trunk  Railway  Company,  the  said  com- 
pany shall  thereby  assume,  all  the  obligations  of  said  lessees  under  this 
instrument,  and  shall  be  holden  and  bound  to  keep  and  perform  all  the 
covenants  and  agreements  of  the  said  lessees,  herein  expressed,  and  to 
comply  with  aU  the  conditions,  and  be  subject  to  all  the  liabilities,  which 
by  this  instrument  are  imposed  upon  the  lessees  herein  named,  as  fully 
and  to  all  intents  and  purposes,  as  if  the  said  Grand  Trunk  Railway 
Company  had  been  the  original  lessee  under  this  indenture,  and  party  to 
the  same,  and  shall  in  like  manner,be  holden  to  supply,  restore  and  make 
good,  all  breaches  of  any  of  the  covenants  hereof,  by  the  said  lessees,  or 
any  of  them,  before  such  assignment  committed  or  suffered. 

And  the  said  Atlantic  and  St.  Lawrence  Railroad  Company  further 
covenants,  that  if  such  assignment  shall  be  made  and  accepted,  as  afore- 
said, within  the  period  of  two  years  from  the  twenty-ninth  day  of  March, 
hereinbefore  named,  it  will,  upon  the  request  of  the  said  Grand  Trunk 
Railway  Company,  execute  and  deliver  to  said  Grand  Trunk  Railway 
Company,  any  suitable  instruments  or  instrument,  for  the  confirmation, 
and  assurance  of  the  same,  and  for  confirming  and  securing  to  the  Grand 
Trunk  Railway  Company,  all  the  title,  rights  and  interests,  powers  and 
privileges,  by  this  indenture  demised  to  said  lessees  and  their  assigns, 
hereby  designated. 

Twenty-first.  If  the  said  lessees,  or  any  of  them,  or  the  survivors  or 
survivor  of  them,  shall,  ujion  the  request  of  the  Grand  Trunk  Railway 
Company,  for  an  assignment  of  this  lease,  as  aforesaid,  refuse,  or  for  more> 
than  sixty  days  after  such  request,  neglect  to  make  and  deliver  such 
assignment,  they  shall,  upon  such  refusal  or  neglect,  suffer  the  forfeiture 
of  all  their  rights,  title,  interest  and  estate,  in  and  under  the  present  lease,, 
and  the  said  Atlantic  and  St.  Lawrence  Railroad  Company,  may  there- 
upon, without  demand  or  notice,  re-enter  upon  the  premises  demised, 
and  the  said  lessees,  their  agents  and  servants,  may  dispossess  and  amove, 
and  have  and  hold  the  said  premises,  as  in  and  of  its  former  estate,  as 
fully,  and  to  all  intents  and  purposes,  as  in  case  of  forfeiture,  for  any  of 
the  causes  hereinbefore  provided.  But,  with  the  intent,  nevertheless, 
that  in  case  of  such  forfeiture  and  re-entry,  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company  will,  notwithstanding,  secure,  maintain  and 
uphold,  to  the  said  Grand  Trunk  Railway  Company,  all  the  beneficial 
interest  of  the  said  Grand  Trunk  Railway  Company,  in  and  to  the 


66 

premises  hereby  demised,  and  will  make,  execute  and  deliver  to  the  said 
Grand  Trunk  Railway  Company,  all  such  legal  *itlc,  and  evidence  of 
legal  title  in  and  to  the  said  premises,  as  may  be  suitable  in  the  law,  and 
practicable  to  be  made,  in  the  manner  hereinafter  provided,  or  in  any 
other  suitable  manner,  to  effect  the  objects  and  purposes  of  the  said  two 
companies,  in  this  instrument  expressed  and  set  forth. 

Twenty-second.  If  such  forfeiture,  as  aforesaid,  shall  take  place,  by 
reason  of  the  refusal  or  neglect  of  said  lessees  to  make  the  assignment 
aforesaid,  or  if  the  said  Grand  Trunk  Railway  Company  shall,  instead  of 
the  assignment  hereinbefore  provided  for,  elect  to  enter  into,  become 
party  to,  and  accept  a  new  indenture  of  lease,  whereby  the  said  premises 
shall  be  originally  and  directly  demised  to  said  Grand  Trunk  Railway 
Company,  and  shall,  within  two  years  from  the  twenty-ninth  day  of 
March,  aforesaid,  give  notice  to  the  said  Atlantic  and  St.  Lawrence 
Railroad  Company  of  its  election  aforesaid,  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company  will  make  and  enter  into  a  new  indenture 
of  lease,  in  substance  upon  the  same  terms,  covenants,  reservations,  condi- 
tions and  agreements,  as  are  herein  expressed,  mutatis  mutandis,  between 
the  said  Atlantic  and  St.  Lawrence  Railroad  Company  on  the  one  part, 
and  the  said  Grand  Trunk  Railway  Company  on  the  othsr  part,  demising 
and  leasing  to  the  said  Grand  Trunk  Railway  Company,  all  the  railroad, 
property,  rights  and  estate  hereby  demised,  to  have  and  to  hold  to  said 
Grand  Trunk  Railway  Company,  for  the  lull  term  of  nine  hundred  and 
ninety-nine  years,  from  the  first  day  of  July  aforesaid,  and  upon  the 
execution  and  interchange  of  such  new  indenture,  so  entered  into,  upon 
the  election  of  the  Grand  Trunk  Railway  Company,  as  aforesaid,  all  the 
estate,  rights  and  title  of  the  said  lessees,  parties  to  the  present  indenture, 
shall  ipso  facto  be  determined  and  cease,  and  all  their  possession  under 
the  same,  and  all  the  property,  improvements,  funds,  income,  benefits  and 
advantages  by  them  acquired  and  held  under  the  same,  shall  be  ipso  facto 
surrendered,  yielded  and  made  over  to  the  said  Grand  Trunk  Railway 
Company,  to  its  own  use  and  behoof 

But  nothing  done  by  virtue  of  any  of  the  provisions  aforesaid,  relating 
to  the  assignment  of  this  lease,  or  the  entering  into  a  new  indenture  ot 
lease,  shall  be  a  waiver  of  any  action,  or  cause  of  action,  which  the  said 
Atlantic  and  St.  Lawrence  Railroad  Company  may  have  against  said 
lessees,  or  any  of  them,  for  any  thing  by  them,  or  any  of  them,  before 
that  time  done,  omitted  or  suffered. 

Ticenti/-thi  I.  And  whereas  the  said  city  of  Portland,  by  virtue  of  the 
provisions  of  two  of  the  several  acts  hereinbefore  mentioned,  autliorizin<T 
the  loan  of  the  credit  of  said  city,  in  aid  of  the  construction  of  the  railroad 
of  said  company,  which  two  acts  were  passed  respectively,  on  the  first 
day  of  August,  1848,  and  the  twenty-seventh  day  of  July,  1850.  is  the 


57 

holdor  of  fifteen  thousand  shares  in  the  capital  stock  of  the  said  Atlantic! 
and  St.  Lawrence  Railroad  Company,  issued  and  transferred  to  said  city 
as  collateral  security  for  liabilities  in  said  acts  created,  which  collateral 
shares  are  not  comprised  in  the  number  of  eighteen  thousand  one  hun- 
dred and  fifty  shares,  hereinbefore  enumerated,  the  said  lessees  further 
covenant,  as  aforesaid,  that,  if  at  any  time,  any  of  the  shares  so  held  as 
collateral  security,  shall  be  sold  and  transferred  by  direction  of  Commis- 
sioners, as  in  said  acts  is  authorized,  they  will  thereafter  i)ay  to  the  said 
Atlantic  and  St.  Lawrence  Railroad  Company,  such  additional  yearly 
rent,  as  shall  be  e(pal  to  six  dollars  in  the  hundred,  by  the  year,  upon 
the  aggregate  amount  of  all  such  shares,  as  shall  be  sold  and  transferred, 
as  aforesaid,  at  the  par  value  thereof,  to  be  paid  in  equal  half-yearly  pay- 
ments at  said  Portland,  on  the  thirty-first  day  of  December,  and  the 
thirtieth  day  of  June,  in  every  year,  for  and  during  the  term  of  this  lease  ; 
and  all  the  provisions  of  this  indenture,  hereinbefore  expressed,  relating 
to  and  securing  the  payment  of  the  rent  herembcfore  reserved,  shall  be 
applicable  to  the  payment  of  the  additional  rent  hereby  contingently 
reserved  and  made  payable. 

Twenty-fourth.  If  the  said  Grand  Trunk  Railway  shall  not,  within 
eighteen  months  from  the  date  of  this  indenture,  obtain  the  requisite 
legislative  authority  to  enable  it  to  accept  an  assignment  of  this  lease,  or 
to  become  partv  to  a  new  indenture  of  lease  as  hereinbefore  provided,  the 
said  lessees  and  the  survivors  and  survivor  of  them,  shall  be  entitled,  at 
any  time  thereafter,  to  surrender  this  lease  to  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company,  and  to  relinquish  and  yield  to  said  Atlantic 
and  St.  Lawrence  Railroad  Company,  all  their  possession  of  the  railroad 
and  property  hereby  demised  and  the  improvements  thereof,  and  property 
substituted  therefor ;  which  surrender  shall  be  by  writing  delivered  or 
tendered  to  any  member  of  the  board  of  directors  of  said  Atlantic  and 
St.  Lawrence  Railroad  Company.  Upon  such  delivery  or  tender  of  a 
written  surrender,  and  such  relinquishment  and  yielding  of  possession  as 
aforesaid,  the  said  lessees  and  all  of  them  shall  be  thereupon  wholly 
discharged  from  all  further  liability,  covenant  and  obligation  under  this 
indenture,  and  the  said  Atlantic  and  St.  Lawrence  Railroad  Company 
hereby  covenants,  that  upon  and  after  such  delivery  or  tender  of  a  writ- 
ten surrender  and  relin(pishment  of  possession  as  aforesaid,  it  will  never 
make  any  claim  or  prosecute  any  action  against  said  lessees  or  any  of 
them,  on  account  of  anything  in  this  indenture  contained,  saving  neverthe- 
less all  actions  and  causes  of  action  for  any  breach  of  covenant  by  them, 
or  any  of  them,  before  that  time  committed  or  suflered. 

Upon  the  surrender  of  this  lease  as  aforesaid,  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company  hereby  covenants,  that  it  will  repay  in  the 
manner  hereinafter  provided-,  all  the  expenditnres  which  shall  have  been 


58 

made  by  said  lessees  for  such  improvements  of  tbe  property  demised  and 
enlargements  thereof,  suited  for  the  operation  and  use  of  said  railroad, 
and  made  within  the  period  of  eighteen  months  in  this  article  mentioned, 
as  shall  have  been  assented  to  by  resolution  of  the  directors  of  said 
Atlantic  and  St.  Lawrence  llvilroad  Company  at  the  time  of  entering 
upon  said  improvements  and  enlargements :  and  will  pay  therefor  in 
cash  or  by  issuing  and  delivering,  the  bonds  of  said  company  to  the 
necessary  amount  as  hereinafter  provided. 

Twentij-fifih.  Upon  the  surrender  of  this  lease  as  provided  in  the  next 
preceding  article  hereof,  the  said  Atlantic  and  St.  Lawrence  Railroad 
Company  further  covenants,  that  it  will  repay  to  the  said  lessees  and  the 
survivors  and  survivor  of  them,  all  such  sums  as  the  said  lessees  shall 
have  paid  before  that  time  in  payment,  satisfaction  and  discharge  of  any 
of  the  debts,  liabilities  and  obligations  of  said  company,  other  than  the 
funded  debt  of  said  company  and  interest  thereon,  and  payments  made 
by  said  lessees  to  the  sinking  funds  aforesaid,  which  funded  debt  is 
hereinafter  limited  and  described  at  the  sum  of  three  millions  four 
hundred  and  eighty -five  thousand  dollars,  and  will  pay  therefor  in  the 
manner  hereinafter  provided,  with  interest  upon  all  the  sums  so  paid  by 
said  lessees  from  the  dates  of  the  several  payments  thereof,  uutil  the 
expiration  of  the  period  of  eighteen  months,  men  Honed  in  the  next  pre- 
ceding article  hereof,  and  no  longer. 

Upon  such  surrender,  as  aforesaid,  the  said  lessees  further  covenant  as 
aforesaid,  that  they  and  the  survivors  and  survivor  of  them  will  account 
for,  repay  and  deliver  to  said  Atlantic  and  St.  Lawrence  Rai'  oad 
Company,  all  the  sums  of  money  received  by  them  from  said  company 
under  this  indenture,  and  all  the  proceeds  realized  by  them  from  any  of 
the  contracts  or  other  things  assigned  to  said  lessees  by  the  eighteenth 
article  hereof;  and  will  re-assign  and  deliver  to  said  company  all  such  of 
the  contracts  and  other  things  assigned  as  aforesaid,  as  shall  not  have 
been  before  that  time  converted  into  money  or  otherwise  liquidated  and 
settled. 

The  balance,  if  any,  which  shall  be  due  from  said  Atlantic  and  St. 
Lawrence  Rai) road  Company  to  the  said  lessees  upon  the  mutual 
accounting  becween  said  parties  provided  for  in  this,  and  the  preceding 
article  hereof,  shall  be  pllid  by  said  company  in  cash,  or  at  the  option  of 
said  company  in  the  bonds  of  said  company,  to  be  made  and  delivered  to 
said  lessees  and  the  survivors  and  survivor  ol  them,  for  the  discharge  of  such 
balance :  which  bonds  shall  be  in  convenient  sums  in  sterling  money,  at 
four  dollars  and  eighty-four  cents  to  the  pound,  payable  in  twenty-five 
years,  in  London,  in  England,  to  the  holder  thereof,  with  interest  paya- 
ble semi-annually  in  London  aforesaid,  at  the  rate  of  six  dollars  in  the 
hundred  by  the  year. 


59 


IT  Twenty-sixth.  Fcr  the  purpose  of  raising  funds  to  be  applied  towards  the 
discharge  of  the  debts,  liabilities  and  obligations  of  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company,  mentioned  in  the  fifth  article  he^'cof,  other 
than  the  loam  of  the  credit  of  the  city  of  Portland,  aniountmg  to  the  sum  of 
two  millions  of  dollars,  and  the  mortgage  bonds  of  said  company  amounting 
to  the  sum  of  one  million  of  dollars,  referred  to  in  said  article,  and  for 
the  purpose  of  establislnng  and  limiting  the  whole  funded  debt  of  said 
company  at  the  sum  of  three  millions  four  hundred  eighty-five  thousand 
dollars,  the  said  Atlantic  and  St.  Lawrence  Railroad  Company  further 
covenants,  that  it  will,  without  delay,  issue  its  further  bonds  to  the  amount 
of  four  hundred  eighty-five  thousand  dollars ;  which  bonds  shall  be  made 
in  sterling  money  at  tour  dollars  and  eighty-four  cents  to  the  pound,  in 
sums  of  five  hundred  pounds  each,  as  nearly  as  may  be,  payable  in  twenty- 
five  years,  in  London,  in  England,  to  the  holder  thereof,  with  interf  ^t 
payable  semi-annually  in  London,  aforesaid,  at  the  rate  of  six  dollars  in 
the  hundred,  by  the  year,  and  shall  not  be  sold  or  disposed  of  at  less  than 
the  par  value  thereof,  without  first  giving  to  the  said  lessees  the  light  to  pur- 
chase the  same  at  par,  and  the  said  lessees  hereby  covenant  as  aforesaid, 
that  upon  such  offer  they  will  purchase  the  same  at  par.  And  the  pro- 
ceeds of  such  bonds  shall  be  applied  by  said  Atlantic  and  St.  Lawrence 
Railroad  Company,  in  payment  and  discharge  of  that  amount  of  the 
debts,  liabilities  and  obligations  aforesaid. 

If  the  said  bonds  of  the  company  shall  be  sold  and  disposed  of  as  afore- 
said, and  this  lease  shall  not  be  surrendered  as  provided  in  the  tweniy- 
fourth  article  hereof,  the  said  lessees  hereby  covenant  as  aforesaid,  that 
they  will  fully  and  forever  indemnify,  guarantee,  save  and  hold  harmless 
the  said  company  against  all  liability  for  principal  or  interest  on  account 
of  such  bonds,  and  all  the  provisions  contained  in  the  eleventh  and  twelfth 
articles  hereof,  relating  to  the  forfeiture  of  this  lease,  for  default  of  any 
of  the  payments  therein  mentioned,  shall  be  applicable  to  the  payment  ot 
the  principal  and  interest,  which  may  be  due  upon  the  bonds  Ijy  thia 
article  provided  for. 

Nothing  in  this  instrument  contained  is  intended,  or  is  to  be  tak^n  ai 
imiwiring  or  affecting  in  any  manner  any  previously  existing  rights  or 
interests  of  the  city  of  Portland,  in  and  to  the  railroad  and  property 
hereby  demised. 

The  two  several  schedules  hereinbefore  referred  to,  and  marked 
respectively  "  schedule  of  property  "  and  "  schedule  of  debts,"  are  drawn 
in  duplicate  of  even  date  with  these  presents,  and  identified  by  the  signa- 
tures of  the  parties  hereto,  and  may  be  referred  to  and  made  available 
to  either  party  to  the  same  effect  as  if  the  same  were  annexed  to  and 
formed  a  part  of  this  indenture. 


! 


60 

In  te.tdmoni;  whereof,  the  Hon.  John  Rosp,  Benjamin  ITolmcs  and 
William  Jackson,  Esqnircs,  aforesaid,  have  severally  set  their  hands  and 
seals  to  this  indenture  in  duplicate,  and  the  Atlantic  and  St.  Lawrence 
Railroad  Company,  by  Josiah  S.  Little,  the  president  thereot,  d"!"/ 
authorized  for  this  purpose  by  a  vote  of  the  directors,  of  which  a  cci-ti- 
fied  copy  is  hereto  annexed,  has  subscribed  the  same  and  caused  the 
corporate  seal  of  said  company  to  be  hereunto  affixed,  tliia  fifth  day  of 
August,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
three. 

JOSIAH  S.  LITTLE,    [l.  s.] 

President  of  the  A.  Sf  St.  L.  R  E.  Co., 

BENJ.  HOLMES,  [l.  s.] 

WM.  JACKSON,  [L.  B.] 

JOHN  ROSS.  [L.  8.] 

Signed,  sealed  and  delivered,  in  the  presence  of  the  undersigned 

vritncsses, 

P.  BARNES,  of  Portland,  aforesaid, 

A.  ROBERTSON,  of  Montreal,  aforesaid,  advocate. 

Countersigned  by 

CHAS.  E.  BARRETT,  Treasurer  of  the  A.  ^  St.  L.  R.  R.  Co 

B.  CUSHMAN,  Clerk. 


The  undersigned,  the  Mayor  and  Aldermen  of  the  city  of  Portland,  in 
pursuance  of  the  third  section  of  the  act  of  the  Legislature  of  Maine, 
passed  on  the  29th  day  of  March,  1853,  entitled  "  an  act  to  authorise  a 
ease  of  the  Atlantic  and  St.  Lawrence  Railroad,"  hereby  express  their 
assent  to  the  foregoing  lease,  and  have  severally  subscribed  their  signa- 
tures upon  this  instrument,  this  fifth  day  of  August,  1853. 

JAMES  B.  CAHOON,  Mayor. 
RUFUS  E.  WOOD, 
GEO,  PEARSON, 
GEO.  W.  WOODMAN, 
O.  L.  SANBORN, 
JACOB  McLELLAN, 
JONAS  H.  PERLEY, 
S   L.  CARLETON. 


ASSIGNMENT  OP  LEASE. 


This  instrument  of  transfer,  assignment  and  release,  madj  and  executed 
this  ninth  day  of  February,  1855,  by  and  between  the  Hon.  John  Ross, 
heretofore  of  Bellevlllo,  now  of  the  city  of  Quebec,  in  the  province  of 
Canada,  Benjamin  Holmes,  Esq.,  of  Montreal,  in  said  province,  and 
William  Jackson,  Esq.,  of  Birkenhead,  England,  acting  herein  by  hia 
attorney,  the  Hon.  John  Ro  aforesaid,  of  the  first  part,  and  the  Grand 
Trunk  Railway  Company  i  Canada,  acting  herein  by  the  Hon.  Francis 
Hincks  of  Quebec,  m  said  province,  duly  authorized  for  the  purpose,  of 
the  second  part, 

Witnesseth — 'That  whereas,  under  and  by  virtue  of  a  certain  indenture 
of  lease,  executed  and  dated  the  fifth  day  of  Augu.st,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-three,  the  "  Atlantic  and  St. 
Lawrence  Railroad  Company,"  a  corporation  established  by  the  Legisla- 
ture of  the  state  of  Maine,  did  demise  and  lease,  for  the  term  of  nine 
hundred  and  ninety-nine  years,  commencing  from  the  first  day  of  July, 
one  thousand  eight  hundred  and  fifty-i  ree,  subject  to  the  payment  of 
the  rent,  and  upon  the  terms  and  conditions  in  such  indenture  of  lease 
contained,  to  them,  the  above  named  Hon.  John  Ross,  William  Jackson 
and  Benjamin  Holmes,  the  railroad  of  the  said  Atlantic  and  St.  Lawrence 
Railroad  Company,  as  then  chartered,  located  and  constructed,  com- 
mencing at  the  city  of  Portland,  in  the  state  of  Maine,  extending  thence 
to  the  boundary  line  of  the  state  of  New  Hampshire,  and  thence  contin- 
ued through  '.\d  state  of  New  Hampshire  to  and  into  the  state  of  Ver- 
mont, as  far  as  to  the  Common  Junction  at  Island  Pond,  in  the  county  of 
Essex,  in  the  said  state  of  Vermont,  together  with  all  the  property  and 
estate,  real,  personal  and  mixed,  wheresoever  the  same  might  be  situated, 
belonging  to  said  Atlantic  and  St.  Lawrence  Railroad  Company,  appurte- 
nant to  and  designed  for  the  purposes  of  maintaining  and  operating  said 
railroad,  including  all  the  stations,  warehouses,  and  other  buildings, 
bridges,  piers,  wharves,  shore-rights,  water-rights  and  harbor  privileges, 
belonging  to,  vested  ,in,  or  possessed  by  the  said  Atlantic  and  Su  Law- 


62 

rcnoo  Hailroad  Company,  and  all  the  rights  of  way,  and  other  casements, 
rl"hts  to  !ic(iuirc  ciusements,  the  road  bed,  superstructure,  equipment, 
apparatus,  hnplcmcnts,  rails  and  other  materials  and  stores,  which  the 
said  company  possessed,  claimed,  held,  occupied  and  enjoyed,  for  the 
objects  of  its  incorporation,  under  the  charter  thereof,  according  to  the 
schedule  of  said  property  and  estate,  in  the  said  lease  named  and  marked 
"  schedule  of  property ;"  also  all  the  tolls,  rates,  f .iics,  rents  and  incomes, 
which  the  said  company  was  then  or  might  thereafter  bo  entitled  to 
receive  and  take,  and  all  its  rights  to  demand,  collect  and  receive  the 
same,  and  all  the  claims  of  every  nature,  credits,  choses  in  action,  causes 
of  a(!tion,  appeals  and  rights  of  appeal,  which  belonged  to  and  were  held 
by  said  company  at  the  conmiencement  of  and  during  the  term  in  the 
said  lease  defined  and  limited,  together  with  all  the  rights  and  privileges 
acquired,  and  to  be  accpiired,  through  the  exercise  of  the  corporate 
powers  of  the  said  Atlantic  and  St.  Lawrence  Railroad  Company  ; 

And  whereas,  it  is  covenanted  and  agreed  in  and  by  the  said  lease 
among  other  things,  that  the  said  Hon.  John  lloss,  William  Jackson  and 
Benjamin  Holmes,  the  said  party  hereto  of  the  first  part,  and  the 
survivors  and  survivor  of  them,  whenever  and  so  soon  as  the  said  "  Grand 
Trunk  Railway  Company,"  party  hereto  of  the  second  part,  should  have, 
from  the  Legislature  of  Canada,  the  requisite  authority  to  accept  an 
assignment  of  said  lease,  might  assign  the  same  to  the  said  company, 
party  hereto  of  the  second  part,  with  all  the  rights,  title  and  mterest  of 
the  said  lessees,  party  hereto  of  tho  first  pait,  and  with  all  their  privileges 
and  powers  under  said  lease  , 

And  whereas,  by  and  in  virtue  of  thf  said  lease,  the  said  party  hereto 
of  the  first  part,  did  covenant  and  a,'^ree,  that  whenever  such  authority 
should  be  so  acquired  by  the  said  Grand  Trunk  Railway  Company  of 
Canada,  party  hereto,  of  the  second  part,  they,  the  said  Honorable  John 
}io8S,  William  Jackson  and  Benjamin  Holmes,  and  the  survivors  and 
survivor  of  them,  would,  within  one  year  thereafter,  execute  in  duo 
form  of  law,  and  deliver,  a  valid  and  effective  assignment  of  all  their 
rights,  title  and  interest  therein,  and  of  all  their  powers  and  privileges 
under  the  same.  *  /  the  said  Grand  Trunk  Railway  Company  of  Canada, 
to  have  and  to  hold  unto  the  said  company,  for  all  the  time  then  remain- 
ing unexpired  of  the  term  of  said  lease  demised,  and  would  surrender, 
yield  and  make  over  to  said  companv,  all  their  possession  in  and  oi  the 
railr^^d  property  and  estate  thereby  demised,  and  all  things  whatsoever, 
by  tuvj  said  lessees,  party  hereto,  of  the  first  part,  acquired  and  held 
under  said  lease,  appurtenant  to  said  railroad  property  and  estate,  and 
used  for  the  purposes  thereof; 

And  whereas,  by  and  in  virtue  of  the  said  lease,  it  was  further  cove- 
nanted and  agreed,  that  upon  the  execution  and  delivery  of  such  assign- 
ment to,  and  acceptance  of  the  same,  by  the  said  Grand  Trunk  Railway 


63 

Company  of  Canada,  tho  «ai(l  company  should  thereby  assume  all  the 
obligations  of  tho  said  John  Ross,  William  Jackson  and  Benjamin 
Holmes,  under  tho  said  indenture  or  instrument  of  lease,  and  should  bo 
holden  and  bound  to  keep  and  perform  all  the  covenants  and  agreements 
of  the  said  lessees,  in  the  said  lease  expressed,  and  to  comply  with  all  tho 
conditions,  and  be  subject  to  all  tho  liabilities,  which  by  said  indenture 
of  lease  were  imposed  upon  the  said  Flon.  John  Ross,  William  Jackson 
and  Benjamin  Holmes,  as  lessees  aforesaid,  as  fully,  and  to  all  intenta 
and  purposes,  as  if  said  Grand  Trunk  Railway  Company  of  Canada,  had 
been  the  original  lessee  under  said  indenture  ot  lease,  and  party  to  the 
same; 

And  whereas,  tho  said  Grand  Trunk  Railway  Company  of  Canada, 
under  and  by  virtue  of  a  certain  act  of  the  Legislature  ot  the  province  of 
Canada,  passed  in  tho  eighteenth  year  of  Her  Majesty's  reign,  chapter 
33,  entitled  "an  act  to  amend  the  acts  relating  to  the  Grand  Trunk 
Railway  Company  of  Canada,"  has  been  duly  authorized  to  accept,  and 
take  the  said  lease  and  the  interest  and  property  of  the  said  Hon.  John 
Ross,  William  Jackson  and  Benjamin  Holmes,  on  the  terms  and  con- 
ditions in  the  said  lease  mentioned,  with  such  modifications  -^nd  altera- 
tions, as  should  be  agreed  to  by  the  directors  of  the  said  company,  and 
to  indemnify  them,  the  said  Hon.  John  Ros?,  William  Jackson  and 
Benjamin  Holmes,  from  and  against  the  covenants  and  conditions 
therein  contained,  on  the  part  of  the  said  Hon.  John  Ross,  William  Jack- 
son and  Benjamin  Holmes,  and  to  hold  the  said  portion  of  railway  and 
property  subject  to  the  rent,  and  on  the  termi  and  conditions,  in  tho  said 
lease  specified,  with  such  modifications  as  aforesaid; 

And  whereas,  the  said  Grand  Trunk  Railway  Company  of  Canada,  is 
ready  and  willing  to  take  and  accept  a  transfer  and  assignment  ot  the 
said  lease,  and  of  all  the  preni'ses  therein  mentioned,  subject  to  the 
everal  and  respective  clauses,  conditions,  covenants,  agreements  and 
provisions  therein  contained  ; 

Now  therefore,  these  presents  witness,  that  for  the  considerations  afore- 
said, and  the  further  consideration  of  ten  shillings  in  hand,  well  and 
truly  paid  by  the  said  party  hereto,  of  th«  second  part,  to  the  said  party 
hereto  of  the  first  part,  the  receipt  whereof  is  hereby  acknowledged,  and 
in  compliance  with  the  conditions  and  requirements  contained  and 
expressed  in  the  said  lease,  the  said  party  hereto  of  the  first  part,  to  wit: 
the  said  Hon.  John  Ross,  William  Jackson,  represented  and  acting  as 
aforesaid,  and  Benjamin  Holmes,  have  assigned,  transferred  and  made 
over,  and  by  these  presents  do  assign,  transfer  and  make  over  unto  the 
said  Grand  Trunk  Railway  Company  ot  Canada,  represented,  actingand 
accepting  thereof  as  afore«aid,  all  the  right,  share,  claim,  title,  interest 
and  demand  generally  whatsoever,  which  they,  the  said  Hon.  John  Ross 
William  Jackson  and  Benjamin  Holmes  have,  or  may  in  any  way,  shape 


64 

or  manner,  have,  claim  and  demand  in  and  to  the  said  herein  above- 
mentioniid  lease,  and  the  unexpired  term  thereof,  together  with  the  said 
lease  and  all  the  premises  generally  whatsoever,  thereby  leased  and 
demisnd,  and  all  the  powers  and  privileges  which  they  may  have,  under 
and  by  virtue  of  the  same,  as  also  their  possession  in  and  of  the  railroad 
property  and  estate  thereby  demised,  and  all  things  whatsoever  by  them 
acriuirod  and  held  under  said  lease,  appurtenant  to  said  railroad 
property  and  estate,  and  used  for  the  purposes  thereof,  the  whole  without 
any  exception  and  reserve,  and  as  fully  and  effectually,  as  if  the  same 
had  been  directly  entered  into  and  made  between  the  said  Atlantic  and 
St.  Lawrence  Railroad  Company,  and  the  said  Grand  Trunk  Railway 
.Company  of  Canada,  subject  to  all  and  every  the  several  and  respective 
clauses,  conditions,  obligations,  covenants,  agreements  and  provisions, 
contained,  mentioned  and  set  forth  in  the  f  lid  lease,  whether  relating  to 
and  in  favor  of,  or  imposed  upon  the  said  Hon.  John  Ross,  William 
Jackson  and  Benjamin  Holmes,  and  thu  said  Grand  Trunk  Railway 
Company  of  Canada,  and  either  of  them,  or  relating  to  and  in  iavor  of, 
or  imposed  upon  the  said  Atlantic  and  St.  Lawrence  Railroad  Company. 
To  have  and  to  hold  all  and  every,  the  said  hereby  assigned  and 
transferred  premises  unto  the  said  Grand  Trunk  Railway  Company  of 
Canada,  for  all  the  time  now  remaining  unexpired  of  the  term  in  said 

lease  demised. 

And  the  said  parties  hereto  do  hereby  declare,  that  in  contemplation 
and  in  view  of  the  present  assignment  and  transfer,  the  said  Grand 
Trunk  Railway  Company  of  Canada  has,  ever  since  the  commencement 
of  the  term  of  the  said  lease,  been  in  possession  of  the  railroad  and  all 
railroad  property,  moveable  and  immoveable,  and  all  other  premises 
demised  and  leased,  under  and  by  virtue  of  the  said  indenture  of  lease, 
and  that  the  said  company  has  worked,  maintained  and  kept  in  opera- 
tion, the  said  railroad  at  its  own  cost  and  expense,  and  for  its  own 
profit,  benefit  and  advantage,  and  that  all  buildings,  enlargements,  addi- 
tions and  improvements  to  said  railroad  and  stations,  and  the  perfecting 
of  the  equipment  thereof,  have  been  made,  done,  performed  and  paid  for 
by  the  said  Grand  Trunk  Railway  Company  of  Canada,  and  that  there- 
fore the  same  and  every  part  thereof,  belong  to  the  said  company,  and 
that  the  said  Hon.  John  Ross,  William  Jackson  and  Benjamin  Holmes, 
have  no  claim  whatever  on  the  said  company  for  the  profits  derived  from 
the  working  of  the  said  railroad  by  the  said  company,  nor  any  claim,  in, 
to  or  upon  °or  by  reason  of  the  said  buildings,  enlargements,  additions 
and  improvements  to  said  railroad,  stations,  and  the  equipment  thereof. 

And  the  said  Grand  Trunk  Railway  Company  of  Canada,  doth  hereby 
acknowledge,  to  have  received  from  the  said  Hon.  John  Ross,  William 
Jackson  and  Benjamin  Holmes,  the  original  duplicate  of  the  said  lease 
■whereof  quit. 


U5 

AaJ  whorcas,  the  m<\  (JrAnd  Trunk  Railway  Company  of  Cana<la 
has,  sinco  tho  commoncemont  of  the  said  luase,  expended  divers  miniH  of 
money  for  the  improvements  made  on  said  railroad,  and  towards  tlio 
perfecting  of  the  equipment  thereof,  the  said  Grand  Trunk  Hail  way 
Company  of  Canada,  will  have  to  make  with  the  said  Atlantic  and  St. 
Lawrence  Railroad  Company,  such  stipulations  and  arrangements  as  may 
be  agreed  upon  between  them,  in  order  to  obtain  the  capitalizing  of  such 
expenditure  by  the  issue  of  shares,  or  othorwiso,  if  entitled  under  laid 
lease  to  obtain  such  an  issue  of  shares. 

Therefore,  the  said  Grand  Trunk  Railway  Company  of  Canafla,  doth 
hereby  dischargo  the  said  Honorable  John  Ross,  Benjamin  Holmes  and 
William  Jackson,  of  all  liability  and  responsibility  whatever,  by  reason, 
or  in  consequence  of  their  having  been  parties  to  the  y&hl  lease,  and 
doth  promise,  covenant  and  agree,  to  keep  them,  and  every  one  of  them, 
free  and  harmless  ofall  claims  and  demands,  which  might  hereafter  be 
ma.le  upon  and  against  them,  and  either  of  them,  as  such  parties  to  said 
lease. 

And  the  said  parties  hereto,  do  hereby  further  declare,  that  all  rents, 
debts,  interest  and  other  sums  of  money,  which,  under  and  by  virtue  of 
the  said  lease,  were  to  be  paid  by  the  said  Honorable  John  Ross,  Benr 
jamin  Holmes  and  William  Jackson,  have  been  paid  and  discharged  by 
the  said  Grand  Trunk  Railway  Company  of  Canada,  ever  since  the 
commencement  of  the  [term  of  the  said  lease,  up  to  this  day,  and  that, 
therefore,  they,  the  said  Honorable  John  Ross,  Benjamin  Holmes  and 
William  Jackson,  have  no  claim  whatever  on  the  said  Grand  Trunk 
Railway  Company  of  Canada,  for  reimbursement  of  any  sum  of  money. 

And  in  consideration  of  all  and  every  the  premises,  and  of  these  pres- 
ents, the  said  Grand  Trunk  Railway  Company  of  Canada,  doth  hereby 
assume  all  liabilities  generally,  whatsoever,  mentioned  in  the  said  lease, 
as  having  to  be  paid,  either  by  the  said  Honorable  John  Ross,  Benjamin 
Holmes  and  William  Jackson,  or  by  the  said  Grand  Trunk  Railway 
Company  of  Canada,  the  whole  as  fully  and  effectually,  as  if  the  said 
company  was  party  to  the  said  lease,  as  principal  obligor. 

In  witness  whereof,  the  above  named  John  Ross,  Benjamin  Holmes 
and  William  Jackson,  by  his  said  attorney,  have  hereunto  severally  sub- 
scribed their  hands,  and  set  their  seals,  and  the  said  Grand  Trunk  Rail- 
way Company  of  Canada,  has  caused  the  same  to  be  subscribed  in  its 
behalf,  by  the  said  Francis  Hincks,  and  the  corporate  seal  of  said  com- 
pany to  be  adixcd  hereto,  at  Portland,  in  the  state  of  Maine,  this  ninth 


(5(5 

(lay  of  February,  iu  fbo  year  of  our  Lord  oao  thousand  eight  hundred 

and  fifty-fiv«. 

JOHN  ROSS,  ri--  8.] 
BENJ.  HOLMES,  [l.  s.] 
WM.  JACKSON,  [L.  8.] 
Per  Jno.  Ross,  his  Attorney. 
F.  HINCKS,  [L.  8.J 

For  the  Grand  Trunk  Railway  Co;  of  Canada. 
Signed,  sealed  and  delivered 
in  presence  of 

Geo.  Et.  Cartiek, 

g.  f.  suevlet. 


SUPPLEMENT   TO   LEASE. 


*  »V**\rf»WV\<^^V^^^^.^A 


ARTICLES  AND  COVENANTS  SUPPLEMENTAL  to  the  lease 
of  the  Atlantic  and  St.  Lawrence  Railroad,  executed  and  delivered  on 
the  5th  day  of  August,  1853,  by  the  Atlantic  and  St.  Lawrence  Railroad 
Company,  to  John  Ross,  Benjamin  Holmes  and  William  Jackson. 

First.  Whereas,  the  Grand  Trunk  Railway  Company  of  Canada,  in 
pursuance  of  the  provisions  of  said  lease,  has  become  the  assignee 
thereof,  and  has  entered  into  possession  of  the  railroad  and  property 
thereby  demised,  and  whereas  the  said  Atlantic  Company,  at  the  request 
of  said  Grand  Trunk  Company,  since  the  making  of  said  assignment, 
has  issued  and  delivered  to  the  said  Grand  Trunk  Company,  six 
thousand  eight  hundred  and  fifty-nine  shares  in  the  capital  stock  of  said 
Atlantic  Company,  being  so  many  shares  over  and  above  the  number  of 
eighteen  tho!?saud  one  hundred  and  fifty,  which  had  been  issued  and 
aathorirod  to  bo  issued  at  the  making  o(  said  lease — which  additional 


-    JlMtLli'itt'C^L^:^!^ 


f^fi«H«!raPWW(^iH«»rm«(F'  -»wiwwiep"»w^;'^  ^f"T»>R 


ed 


la. 


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six 
aid 
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(17 

shares  were  so  issued  and  delivered  on  account  of  construction  expendi- 
tures, in  improving  and  perfecting  the  said  railroad,  and  the  equipment 
thereof,  and  for  the  purpose  of  capitalizing  said  expenditure— and  has 
agreed  to  issue  and  deliver  to  the  said  Grand  Trunk  Company, 
(the  requisite  legislative  authority,  being  obtained,  if  necessary,  for  th« 
enlargement  of  said  capital  stock,)  such  further  shares  thereof  as  may  be 
required  to  satisfy  and  discharge,  by  the  proceeds  of  the  same,  the  bonds 
heretofore  issued  by  the  said  Atlantic  Company,  and  the  certificates  of 
debt  of  the  city  of  Portland,  made  and  issued  in  aid  of  the  construction  of 
said  railroad,  and  has  further  agreed,  that  if,  upon  the  maturity  of  said 
bonds  and  certificates  of  debt,  it  shall  be  impracticable  or  unadvisable, 
by  reason  of  the  condition  of  the  money  market  at  such  times,  to  pay  off 
and  discharge  the  said  bonds  and  certificates,  from  the  proceeds  of  shares, 
or  otherwise,  the  said  Atlantic  Company  will  then,  at  the  request  of  said 
Grand  Trunk  Company,  issue  its  further  bonds,  in  renewal  and  exten- 
sion of  the  I-  nds  and  certificates  so  maturing,  and  thereafter,  if  requested 
*ci'  .'''ke  reason,  will  issue  further  successive  series  of  bonds,  for  like 
further  successive  renewals  and  extensions ; — 

Now,  in  consideration  of  the  premises,  the  said  Grand  Trunk  Railway 
Company  of  Canada  hereby  covenants,  that  upon  the  amount  of  the 
par  value  of  any  and  all  such  additional  shares  as  have  been  or  may  be 
issued  as  aforesaid,  it  will  pay  an  additional  yearly  rent,  under  said 
lease,  at  the  rate  of  three  dollars  in  the  hundred,  half  yearly,  under  like 
conditions  with  the  payments  of  the  rent  reserved  in  said  lease,  as 
therein  provided,  so  that  the  rent  reserved  and  accruing  under  said 
lease,  shall  at  all  times  be  the  annual  interest,  at  the  rate  aforesaid,  upon 
the  aggregate  par  value  of  all  the  shares  in  the  capital  stock  of  said 
Atlantic  Company,  which  shall  be  lawfully  issued  and  outstanding. 

The  said  Grand  Trunk  Company  also  further  covenants,  that  it 
will  duly  provide  for  and  pay  the  interest  which  shall  at  any  time 
accrue  and  become  payable  upon  any  and  all  the  further  bonds  and 
successive  series  of  bonds  of  said  Atlantic  Company,  which  may  be  issued 
in  renewal  and  extension  of  the  present  bonds  of  said  company,  and  oi 
the  certificates  of  debt  of  the  city  of  Portland,  as  aforesaid, — and  will 
duly  provide  for  and  pay  the  principal  of  all  the  several  bonds  and  series 
of  bonds,  which  shall  be  issued  in  renewal  and  extension  as  aforesaid, 
as  the  same  shall  from  time  lo  time  successively  mature  and  become 
payable. 

Second.  And  whereas,  by  an  act  of  the  Legislature  of  Maine,  passed 
the  twenty-third  day  of  September,  eighteen  hundred  fifty-three, 
authority  is  given  to  convert  the  shares  of  the  capital  stock  of  said 
Atlantic  Company,  into  values  expressed  in  the  sterling  currency  of 
England,  and  to  provide  for  the  payment  of  dividends  thereon,  in 


r^ondon,  ia  England,  and  the  necessary  regulations  and  forms  therefor, 
have  been  adopted  by  the  stockholders  and  directors  ot  the  said  Atlantic 
Company,  the  said  Grand  Trunk  Railway  Company  of  Canada  hereby 
further  covenants,  that  upon  seasonable  notice,  according  to  said  regula- 
tions, given  by  the  said  Atlantic  Company,  of  the  number  of  shares,  which 
may  have  been  converted  and  issued  in  sterling  currency,  at  the  expira- 
tion of  every  half  year,  when  the  rent  reserved  under  the  said  lease  shall 
become  payable,  it  will  provide  for  and  pay,  at  its  office  in  London, 
three  pounds  sterling  on  every  such  sterling  share,  of  one  hundred 
pounds  each,  and  will  pay  the  same  semi-annually,  on  the  fifteenth  day 
of  March  and  the  fifteenth  day  of  September,  in  each  and  every  year 
during  the  term  of  said  lease ;  which  payments  so  made  in  London,  are 
to  be  in  reduction  and  discharge  of  so  much  of  the  half  yearly  rent,  under 
said  lease,  as  would  otherwise  be  payable  at  Portland  on  the  thirtieth  day 
of  June  and  the  thirty-first  day  of  December  respectively,  preceding  the 
dates  above  recited. 

And  it  is  understood  and  agreed  by  the  parties  hereto,  that  all  the 
provisiions,  covenants  [and  stipulations,  contained  in  said  lease,  and  in 
these  supplemental  articles,  respecting  the  payment  of  rent  reserved  and 
accruing  under  the  same,  are  to  be  taken  as  subject  to  and  qualified  by 
the  foregoing  provision  for  the  payment  of  a  part  of  the  said  rent,  at 
l^ondoa,  in  March  and  September  annually,  instead  of  at  Portland,  in 
June  and  December,  as  ori;^inally  provided. 

T/iird.  And  in  further  consideration  of  the  premises,  the  said  Grand 
Trunk  Railway  Company  of  Canada  hereby  expressly  agrees  and  consents,, 
that  any  failure  on  its  part,  for  more  than  sixty  days,  to  pay  the  rent,  which 
shall  at  any  time  become  payable  upon  any  additional  shares  issued  and 
to  bo  issued  under  the  provisions  of  these  supplemental  articles^ 
or  any  failure  to  pay  the  bonds  and  successive  series  of  bonds 
to  be  issued  in  renewal  and  extension  of  the  now  existing  bonds 
of  said  Atlantic  Company,  and  certificates  of  debt  of  the  city  of 
Portland,  or  to  pay  the  interest  from  time  to  time  accruing  upon  the 
same,  or  any  failure  for  more  than  sixty  days  to  provide  for  and  pay,  in 
London,  such  part  of  the  rent  under  said  lease,  as  is  in  these  supplemental 
articles  provided  and  agreed  to  be  paid  at  that  place,  shall  be  a  cause  of 
forfeiture  of  said  lease,  as  fully  and  efl!ectually,  and  in  like  manner  and 
upon  like  conditions,  with  the  causes  of  forfeiture,  recited  and  expressed 
in  the  eleventh  article  of  said  original  lease  5  and  such  forfeiture  may  be 
enforced,  and  the  determination  of  said  lease  effected  therefor,  in  the 
manner  and  under  the  limitations  expressed  in  the  twelfth  article  of  said 
original  lease,  as  fully  and  absolutely,  as  if  the  causes  of  forfeiture  in 
these  supplemental  articles  defined  and  set  forth,  had  been  expressed 
and  provided  tor  in  said  original  lease,  and  with  like  remedy  and  relief 
rom  nnoh  flirfoitur**,  ss  is  in  said  original  ioaso  jnovi.le.i 


09 

In  tCBtimony  whereof,  the  said  companies  have  mutually  caused  this 
instrument  to  be  subscribed  in  duplicate  in  their  behalf,  respectively— 
by  Benjamin  Holmes,  Esquire,  Vice  President  of  said  Grand  Trunk  Rail- 
way Company,  duly  authorized  for  this  purpose  on  its  behalf,  and  by  St. 
John  Smith,  Esquire,  President  of  said  Atlantic  and  St.  Lawrence  llailroad 
Company,  duly  authorized  for  this  purpose  on  its  behalf,  and  the 
respective  corporate  seals  of  said  companies  to  be  hereunto  affixed,  this 
sixth  day  of  December,  in  the  year  of  our  Lord  one  thousand  ei^ht 
hundred  and  fifty-five,-tho  resolutions  of  the  respective  boards'^of 
directors  of  said  companies,  authorizing  the  execution  hereof,  as  afore- 
said, being  hereunto  annexed. 

The  Atlantic  and  St,  Lawrence  Railroad  Company,  by 

St.  JOHN  SMITH,  President,    [l.  s.J 
The  Grand  Trunk  Railway  Company  of  Canada,  by 

BENJ.  HOLMES,  V.  Pres't.        [l.  b.] 
Signed,  sealed  and  interchaufed. 
in  presence  of 
P.  Barnes,  of  Portland,  aforesaid, 
T.  DoucET,  of  Montreal,  notary. 
Countersigned  by 

CHAS.  E.  BARRETT,  7'reas.  of  the  A.  cS-  .S^  L.  Jt.  R.  Co. 


The  undersigned,  the  Mayor  and  Aldermen  of  the  city  of  Portland,  in 
pursuance  of  the  third  section  of  the  act  of  the  Legislature  of  Maine, 
passed  on  the  twenty-ninth  day  of  March,  1853,  entitled,  "An  act  to 
authorize  a  lease  of  the  Atlantic  and  St.  Lawrence  liVilroad,"  hereby 
express  their  assent  to  the  foregoing  Articles  and  Covenants,  Supple- 
mental to  the  Lease,  executed  and  delivered  on  the  fifth  day  of  August, 
1853,  and  have  severally  subscribed  their  signatures  upon  this  instru- 
ment, this  sixth  day  of  December,  1855. 

NEAL  DOW,  Mayor. 
S.  L.  CARLETON, 
HENRY  A.  JONES, 
JOSEPH  LIBBY, 
SAM'L  J.  ANDERSON, 
WM.  W.  THOMAS, 


JOS.RPH  KIN{ 


Mfl 


REGULATIONS   AND    FORMS 


For  the   Conversion  of  Shares  into  Sterling    Currency. 


I 


I.  Any  stockholder,  desiring  to  convert  his  shares  into  sterling  cur- 
rencj,  shall  subscribo  a  written  application  therefor,  in  a  suitable  form 
for  that  purpose,  to  be  prepared  and  kept  by  the  treasurer. 

The  new  certificate  of  sterling  shares,  together  with  certificates  of  any 
fractional  share  rights,  resulting  from  the  conversion,  shall  be  prepared 
and  delivered  to  the  applicant,  or  to  his  written  order,  within  one  week 
after  the  application  is  made.  For  every  sterling  share  certificate,  ro- 
([uired  to  be  issued,  the  applicant  shall  pay  twenty-five  cents  to  the 
treasurer. 

II.  Fractional  share  rights  shall  be  converted  into  integral  shares,  in 
the  manner  prescribed  by  the  act  of  September  28th,  1853,  and  the 
treasurer  shall  keep  an  accurate  account  of  the  number  of  fractional 
share  rights  issued,  and  the  number  at  any  time  outstanding. 

in.  Transfers  of  shares  in  either  currency,  shall  be  made  only  at  the 
company's  office,  in  Portland,  and  the  stock  books  and  accounts  shall  con- 
tinue to  be  kept  at  that  place. 

IV.  A  blank  form  of  transfer,  substantially  in  the  form  now  prescribed 
by  the  by-laws,  shall  be  printed  on  the  back  of  each  certificate  of  stcriing 
shares. 

V.  To  facilitate  the  transfer  of  sterling  shares,  which  may  be  held  in 
Europe,  any  such  stockholder  may  surrender  to  the  clerk,  or  other  officer 
having  charge  of  the  transfer  of  shares,  of  the  Grand  Trunk  Railway 
Company  of  Canada,  in  London,  the  certificates  of  the  shares  proposed  to 
be  transferred,  together  with  the  unpaid  coupons,  appertaining  to  the 
same,  which  certificates  and  coupons  shall  be  canceled,  and  transmitted 
by  regular  course  of  mail,  to  the  company's  office  in  Portland,  with  ad- 
vice of  the  name  and  residence  of  the  person  to  whom  the  transfer  ia 
made. 


{ 


7i 

The  treasurer  shall  thereupon^  issue  new  ccrtifioates,  with  coupons,  for 
the  unexpired  time,  to  the  name  of  such  person,  and  shall  transmit  tlic 
same  by  mail,  within  ten  days  after  receipt  of  the  former  certificates,  to 
thc^  clerk  or  officer  in  London  beforenaraed,  for  delivery  to  the  person 
entitled  thereto.  The  sum  required  for  postages,  shall  be  paid  by  the 
person  applying  for  transfer. 

VI.  A  fee  of  two  shIHings  and  sixpence  sterling,  shall  be  retiuired  for 
the  transfer  of  every  sterling  share,  to  be  paid  when  the  former  certifi- 
cate is  surrendered,  one-half  of  which  shall  be  the  perquisite  of  the  clerk 
or  officer  receiving  the  surrendered  certificate  ;  the  other  half  shall  be  the 
perquisite  of  the  treasurer  of  this  company. 

VII.  Coupons,  in  the  form  hereinafter  prescribed,  shall  be  annexed 
to  each  certificate.  Upon  the  maturity  of  the  coupon  last  payable,  the 
person  holding  the  certificate,  shall  be  entitled,  on  surrender  of  the  same, 
to  receive  a  new  certificate,  in  the  like  form,  with  further  coupon  for  an' 
additional  period  of  twenty  years,  annexed ;  and  similar  renewals  shall 
be  made,  at  the  expiration  of  every  successive  twenty  years  thereafter, 
during  the  subsistence  ofthe  lease  to  the  Grand  Trunk  Railway  Com- 
pany of  Canada. 

VIII.  As  soon  as  may  be,  after  the  semi-annual  receipt  of  rent,  accru- 
ing under  the  lease  to  the  Grand  Trunk  Railway  Company  of  Canada,  a 
dividend  upon  the  sterling  shares  shall  be  declared  therefrom,  and  shall 
be  payable  at  the  office  ofthe  Grand  Trunk  l?ailway  Company  of  Cana- 
da, in  London,  or  at  such  other  place  in  London,  as  may  hereafter  be 
appointed  therefor,  on  the  fifteenth  day  of  March  and  September,  res- 
pectively, in  each  year.  Thirty  days'  notice  of  any  change  of  place,  for 
the  payment  of  such  dividends  shall  be  given  by  piiblicatlon  in  the  Lon- 
don Gazette,  and  in  one  daily  newspaper  published  in  that  city. 

IX.  The  form  of  certificate  and  coupons,  for  sterling  shares,  shall  be 
as  follows : — 


No.- 


Atlantic  and  St.  Lawrence  Railroad  Company. 
Sterling  Certificate.  Share. 


£100  Sterling. 


Underlease  to  the  Grand  Trunk  Railway  Company  of  Canada, 
for  nine  hundred  and  ninety-nine  years,  from  August  5th, 
1853,  as  authorized  by  the  legislaturtri  ofthe  State  of  Maine, 
and  ofthe  Province  of  Canada. 


«E  it  known,  That 


is  proprietor  of  one  share,  of  one 


hundred  pounds  sterling,  in  the  capital  stock  of  the  Atlantic  and  St. 
Lawrence  Railroad  Company,  subject  to  the  provisions  of  the  charter 
and  the  by-laws  of  the  corporation. 
The  dividends  are  payable,  on  prcacntntion  ofthe  annexed  <.'ouiX)ns,at 


72 


the  ollioc  of  the  Grand  Trunk  Railway  Cuinpauy  of  Canada,  in  London, 
at  tlie  rate  of  six  pounds  per  centum,  per  annum,  somi-annually,  on  the 
fifteenth  day  of  ]\I;u'eh,  and  the  fifteenth  day  of  September,  in  each  year, 
(hiring  the  sul)sistence  of  the  lease  of  the  Atlantic  and  St.  Lawrenco 
llailroad,  to  the  Grand  Trunk  Railway  Company  of  Canada. 

At  the  maturity  of  the  coupon  last  payable,  the  holder  of  this  certificate 
will  be  entitled,  upon  the  surrender  of  the  same,  to  a  new  certificate,  in 
like  form,  with  further  coupons  ibr  an  additional  period  of  twenty  years, 
annexed ;  and  similar  renewals  will  be  made,  at  the  expiration  of  every 
successive  twenty  years  thereafter,  during  the  subsistence  of  the  said 
lease. 

This  certificate  must  be  presented  for  registry,  at  the  office 
of  the  Grand  Trunk  Railway  Company  of  Canada,  in  London. 

Dated  at  Portland,  in  the  State  of  Maine,  this 

day  of A.  D. 


-,  President. 
-,  Treasurer. 


[L.  S.]  

FOUM   OF    COUI'OXS. 

Atlantic  and  St.  Lawrence  Railroad  Company. 

Sterling  Share,  No. Coupon,  No. 

(^         Three  pounds  sterling  of  the  rent  to  be  received  under  the 


lease  of  the  Atlantic  and  St.  Lawrence  Railroad,  on  the 

day  of ,  will  be  paid  to  bearer,  at  the  oflicc  of 

the  Grand  Trunk  Railway  Comjjany  of  Canada,  in  London,  on 
the  fifteenth  day  of A.  D. 


-,  Treasurer. 


X.  On  the  thirtieth  day  of  June  and  the  thirty-first  day  of  December 
annually,  the  treasurer  shall  forward  to  the  principal  office  of  the 
Grand  Trunk  Railway  Company,  in  Canada,  a  statement  of  the  number 
and  amount  of  sterling  share  certificates  then  issued. 

Upon  provision  being  made  by  the  Grand  Trunk  Railway  Company, 
for  the  payment  of  dividends  thereon,  in  London,  the  Treasurer  shall 
credit  that  company,  on  account  of  the  rent  due  under  the  lease,  with 
the  sum  so  required  to  be  placed  in  London,  at  the  rate  of  four  dollars 
and  eighty-four  cents  to  the  pound  sterling,  deducting  the  amount  of 
dividends  payable  in  March,  from  the  rent  payable  in  December  pre- 
ceding, and  the  amount  of  dividends  payable  ia  September,  from  the 
rent  payable  in  June  precciiing. 


^m^^ 


